As filed with the Securities and Exchange Commission on April 29, 1997
Securities Act File No. 33-48166
Investment Company Act File No. 811-6688
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM N-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. o
Post-Effective Amendment No. 3 x
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 5 x
(Check appropriate box or boxes.)
__________________
Smith Barney Municipal Fund, Inc.
(Exact name of registrant as specified in charter)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code
(212) 723-9218
Christina T. Sydor, Secretary
Smith Barney Municipal Fund, Inc.
388 Greenwich Street
New York, New York 10013
(Name and address of agent for service)
Copy to:
John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Approximate date of proposed public offering: As soon as practicable
after the effective date of this Registration Statement.
If any of the securities being registered on this Form N-2 are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act of 1933, as amended (the 1933 Act), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. x
It is proposed that this filing will become effective:
x when declared effective pursuant to section 8(c).
This Registration Statement relates to the registration of an
indeterminate number of shares solely for market-making transactions. Pursuant
to Rule 429, this Registration Statement relates to shares previously
registered on Form N-2 (Registration No. 33-48166).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission
acting pursuant to said Section 8(a) may determine.
SMITH BARNEY MUNICIPAL FUND, INC.
Cross-Reference Sheet
Parts A and B of Prospectus*
Items in Part A and B of Form N-2 *
Location
1 Outside Front Cover
Outside Front Cover
2. Inside Front and Outside Back
Cover Page.
Inside Front and Outside Back Cover
Page
3. Fee Table and Synopsis
Prospectus Summary; Fee Table
4. Financial Highlights
Financial Highlights
5. Plan of Distribution
Outside Front Cover
6. Selling Shareholders
Not Applicable
7. Use of Proceeds
Use of Proceeds; Investment
Objective and Management Policies
8. General Description of Registrant
The Fund; Investment Objective and
Management Policies; Investment
Restrictions; Net Asset Value;
Description of Shares
9. Management
Management of the Fund; Custodian,
Transfer, Dividend-Paying and Plan
Agent
10. Capital Stock, Long-Term Debt and
Other Securities
Dividends and Distributions;
Dividend Reinvestment Plan;
Description of Shares; Taxation
11. Defaults and Arrears on Senior
Securities
Not Applicable
12. Legal Proceedings
Not Applicable
13. Table of Contents of Statement of
Additional Information
Not Applicable
14. Cover Page
Not Applicable
15. Table of Contents
Not Applicable
16. General Information and History
The Fund, Investment Objective and
Management Policies
17. Investment Objective and Policies
lnvestment Objective and Management
Policies; Investment Restrictions;
Appendix B
18. Management
Management of the Fund; Custodian,
Transfer, Dividend-Paying and Plan
Agent
19. Control Persons and Principal
Holders of Securities
Description of Shares
20. Investment Advisory and Other
Services
Management of the Fund
21. Brokerage Allocation and Other
Practices
Securities Transactions and
Turnover
22. Tax Status
Dividends and Distributions;
Dividend Reinvestment Plan,
Taxation
23. Financial Statements
Experts
* Pursuant to General Instructions of Form N-2, all information required to
be set forth in Part B:
Statement of Additional Information, has been included in Part A: The
Prospectus.
The Prospectus of Smith Barney Municipal Fund, Inc. (the Fund) is
incorporated by reference to Part A of Post-Effective Amendment No. 2 to the
Funds Registration Statement filed on April 25, 1997 (Accession No. 91155-97-
000211.
PART C
Information required to be included in Part C is set forth, under the
appropriate item so numbered, in Part C of this Registration Statement.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(1) Financial Statements
Parts A and B
(a) Financial Highlights
(b) The Registrants Annual Report for the period ended December
31, 1996 and the Independent Auditors Report are incorporated by
reference to the definitive 30b-2 filed on March 10, 1997 as accession
number 91155-97-000139.
Part C
None
(2) Exhibits:
Exhibit
Number Description
(a)(1) Articles of Incorporation of Registrant*
(2) Amended Articles of Incorporation of
Registrant*
(b) By-Laws.*
(c) Not Applicable.
(d) Form of Specimen Certificate representing shares
of
Common Stock, par value $.001 per share**
(e) Registrants Dividend Reinvestment Plan***
(f) Not Applicable
(g)(1) Form of Investment Management Agreement.**
(2) Form of Transfer and Assumption of
Investment
Management Agreement between Registrant, Mutual
Management Corp and Smith Barney Mutual Funds
Management Inc. ***
(h) Form of Underwriting Agreement.**
(i) Not Applicable.
(j) Form of Custodian Services Agreement.**
(k) Form of Transfer Agency and Registrar
Agreement***
(l)(1) Opinion and consent of Sullivan &
Cromwell.**
(2) Opinion and consent of Sullivan &
Cromwell.**
(m) Not Applicable
(n) Consent of KPMG Peat Marwick LLP****
(o) Not Applicable.
(p) Not Applicable.
(q) Not Applicable.
(r) Financial Data Schedule (filed herewith)
* Previously filed. by Registrant with its initial Registration
Statement (No. 33-48166) on May 27, 1992
** Previously filed by Registrant with Pre-Effective Amendment No. 2
to its Registration
Statement (No. 33-48166) on July 30, 1992
*** Previously filed by Registrant with Post-Effective Amendment
No. 1 to its Registration
Statement (No. 33-48166) on March 21, 1996
**** Previously filed by Registrant with Post-Effective Amendment No. 2
to its Registration
Statement (No. 33-48166) on April 25, 1997.
Item 25. Marketing Arrangements.
Reference is made to the Underwriting Agreement, filed as Exhibit (h)
by Registrant with Pre-Effective Amendment No. 3 to its Registration Statement
.
Item 26. Other Expense of Issuance and Distribution.
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement:
Securities and Exchange Commission registration fees
$ 0
National Association of Securities Dealers, Inc. fee
0
American Stock Exchange listing fee
0
Blue Sky fees and expenses
0
Costs of Stock Certificates
0
Printing
6,000
Legal fees and expenses
0
Independent Auditors' fees and expenses
0
Miscellaneous
0_
Total
$6,000
Item 27. Persons Controlled by or Under Common Control.
None
Item 28. Number of Holders of Securities.
The number of record holders of Registrant as of April 11, 1997 is as
follows:
(1) (2)
Title of Class
Number of Record Holders
Shares of Common Stock, par value
$.001 per share
97
Item 29. Indemnification.
Under Registrant's Articles of Incorporation, the directors and officers
of Registrant will be indemnified to the fullest extent allowed and in the
manner provided by Maryland law and applicable provisions of the Investment
Company Act of 1940, as amended (the 1940 Act), including advancing of
expenses incurred in connection therewith. Indemnification shall not be
provided however to any officer or director against any liability to the
Registrant or its security holders to which he or she would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.
Article 2, Section 405.2 of the Maryland General Corporation Law
provides that the Articles of Incorporation of a Maryland corporation may
limit the extent to which directors or officers may be personally liable to
the Corporation or its shareholders for money damages in certain instances.
The Registrant's Articles of Incorporation provide that, to the fullest extent
permitted by Maryland law, as it may be amended or interpreted from time to
time, no director or officer of the Registrant shall be personally liable to
the Registrant or its shareholders. The Registrant's Articles of Incorporation
also provide that no amendment of the Registrant's Articles of Incorporation
or repeal of any of its provisions shall limit or eliminate any of the
benefits provided to directors and officers in respect of any act or omission
that occurred prior to such amendment or repeal.
Insofar as indemnification for liabilities under the 1933 Act may be
permitted to the directors and officers, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable. If a claim for indemnification against such liabilities under
the 1933 Act (other than for expenses incurred in a successful defense) is
asserted against the Fund by the directors or officers in connection with the
Common Shares, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.
Item 30. Business and other Connections of Investment Manager.
Smith Barney Mutual Funds Management Inc. (SBMFM) was incorporated in
1968 and is a wholly owned subsidiary of Smith Barney Holdings Inc.
(Holdings), which is in turn a wholly owned subsidiary of Travelers Group
Inc. (Travelers). For additional information, see Management of the Fund
in the Prospectus.
The list required by this Item 30 of officers and directors of SBMFM,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past five fiscal years, is incorporated by reference to Schedules A
and D of FORM ADV filed by SBMFM pursuant to the Advisers Act (SEC File No.
801-8314).
Item 31. Location of Accounts and Records.
Each Person maintaining physical possession of accounts, books and other
documents of the Registrant required to be maintained pursuant to Section
31(a) of the 1940 Act, is listed below:
(1) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(2) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, Pennsylvania 19103.
(3) First Data Investor Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
Item 32. Management Services.
Not Applicable.
Item 33. Undertakings.
(1) Not Applicable.
(2) Not Applicable.
(3) Not Applicable.
(4)(a) The Registrant undertakes to file, during any period in
which offers or sales are being made, a Post-Effective Amendment to the
Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(2) to reflect in the prospectus any facts or events after the
effective date of the Registration Statement (or the most recent Post-
Effective Amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in the Registration
Statement; and
(3) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(4)(b) Registrant undertakes that, for the purpose of determining
any liability under the 1933 Act, each subsequent Post-Effective Amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of those securities at that time shall be
deemed to be the initial bona fide offering thereof.
(4)(c) Not Applicable.
(5) Not Applicable.
(6) Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 2 to its Registration Statement on
Form N-2 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 29th day of
April, 1997.
SMITH BARNEY MUNICIPAL FUND, INC.
By /s/ HEATH B. MCLENDON
Heath B. McLendon
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 3 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
signature Title Date
/s/ Heath B. McLendon Chairman of the Board and
Heath B. McLendon Chief Executive Officer April 29, 1997
/s/ Jessica Bibliowicz President and Director April 29,
1997
Jessica Bibliowicz
/s/ Joseph H. Fleiss* Director April 29,
1997
Joseph H. Fleiss
/s/ Donald R. Foley* Director April 29,
1997
Donald R. Foley
____________________ Director April 29,
1997
Paul Hardin
/s/ Francis P. Martin* Director April 29,
1997
Francis P. Martin
/s/ Roderick C. Rasmussen* Director April 29,
1997
Roderick C. Rasmussen
/s/ John P. Toolan* Director April
29, 1997
John P. Toolan
/s/ C. Richard Youngdahl* Director April 29,
1997
C. Richard Youngdahl
/s/ Lewis E. Daidone Senior Vice President and
Lewis E. Daidone Treasurer (Chief Financial
and Accounting Officer) April 29, 1997
*By: /s/Lewis E. Daidone
Lewis E. Daidone
Pursuant to Power of Attorney.
SMITH BARNEY MUNICIPAL FUND, INC.
EXHIBIT INDEX
Exhibit
Number Description of
Exhibit
(r) Financial Data Schedule
Cover Letter
g:\funds\#sbi\1996\secdocs\sbimuni.doc
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