Registration No. 33-52643
811-07149
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 2
X
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 5 X
SMITH BARNEY OREGON MUNICIPALS FUND
(formerly known as Smith Barney Shearson Oregon Municipals Fund)
(Exact name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code
(212)72 3 -9218
Christina T. Sydor
Secretary
Smith Barney Oregon Municipals Fund
388 Greenwich Street
New York, New York 10013
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to Rule 485(b)
X on November 23, 1994 pursuant to Rule 485(b)
_____ 60 days after filing pursuant to Rule 485(a)
on __________ pursuant to Rule 485(a)
The Registrant has previously filed a declaration of indefinite
registration of its shares pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. Registrant's Rule 24f-2 Notice for the
fiscal year ending April 30, 1994 will be filed on or before June 30, 1995.
SMITH BARNEY OREGON MUNICIPALS FUND
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A
Item No.
Prospectus Caption
1. Cover Page
Cover Page
2. Synopsis
Prospectus Summary
3. Financial Highlights
Financial Highlights
4. General Description of
Registrant
Cover Page; Prospectus Summary;
Investment Objective and
Management Policies; Additional
Information
5. Management of the Fund
Management of the Fund;
Distributor; Additional
Information; Annual Report
6. Capital Stock and Other
Securities
Investment Objective and
Management Policies; Dividends,
Distributions and Taxes;
Additional Information
7. Purchase of Securities Being
Offered
Purchase of Shares; Valuation of
Shares; Redemption of Shares;
Exchange Privilege; Minimum
Account Size; Distributor;
Additional Information
8 Redemption or Repurchase
Purchase of Shares; Redemption of
Shares; Exchange
Privilege
9. Pending Legal Proceedings
Not applicable
Part B
Item No.
Statement of
Additional Information Caption
10. Cover Page
Cover page
11. Table of Contents
Contents
12. General Information and
History
Distributor; Additional
Information
13. Investment Objectives and
Policies
Investment Objective and
Management Policies
14. Management of the Fund
Management of the Fund;
Distributor
15. Control Persons and Principal
Holders
of Securities
Management of the Fund
16. Investment Advisory and Other
Services
Management of the Fund;
Distributor
17. Brokerage Allocation
Investment Objective and
Management Policies; Distributor
18. Capital Stock and Other
Securities
Investment Objective and
Management Policies; Purchase of
Shares; Redemption of Shares;
Taxes
19. Purchase, Redemption and
Pricing
of Securities Being
Offered
Purchase of Shares; Redemption of
Shares; Valuation of Shares;
Exchange Privilege;
Distributor
20. Tax Status
Taxes
21. Underwriters
Distributor
22. Calculation of Performance
Data
Performance Data
23. Financial Statements
Financial Statements
SMITH BARNEY OREGON MUNICIPALS FUND
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 485(a)
Part A (Prospectus) and Part B (Statement of Additional Information) are
incorporated by reference to Pre-Effective Amendment No. 3 as filed with
the Securities and Exchange Commission ("SEC") on
May 23, 1994 ("Pre-Effective Amendment No. 3").
<PAGE>
Oregon Municipals Fund
DEAR SHAREHOLDER:
[TO COME]
1
<PAGE>
[TO COME]
Sincerely,
Heath B. McLendon Lawrence T. McDermott
CHAIRMAN OF THE BOARD VICE PRESIDENT AND
INVESTMENT OFFICER
<PAGE>
Smith Barney
Oregon Municipals Fund
- ---------------------------------------------------------------------------
PORTFOLIO HIGHLIGHTS (UNAUDITED) OCTOBER 31,
1994
INDUSTRY BREAKDOWN
SUMMARY OF MUNICIPAL BONDS AND SHORT-TERM TAX-EXEMPT
INVESTMENTS BY COMBINED RATINGS
<TABLE>
<CAPTION>
Percentage
of
Standard & Market
Moody's Poor's Value
<S> <C> <C> <C>
-------------------------------------------
AAA OR AAA 25%
-------------------------------------------
AA AA 32
-------------------------------------------
A A 21
-------------------------------------------
BAA BBB 16
-------------------------------------------
NR NR 6
-------------------------------------------
100%
---------------
</TABLE>
AVERAGE MATURITY 20.7 years
3
<PAGE>
Smith Barney
Oregon Municipals Fund
- ------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) OCTOBER 31,
1994
-------------------------------------------------------------
<TABLE>
<S> <C> <C>
KEY TO INSURANCE DESCRIPTIONS
FGIC -- Federal Guaranty Insurance Corporation
FHA -- Federal Housing Administration
FSA -- Federal Security Assurance
MBIA -- Municipal Bond Investors Assurance
</TABLE>
<TABLE>
<CAPTION>
RATINGS MARKET
VALUE
FACE VALUE MOODY'S S&P (NOTE
1)
<C> <S> <C> <C> <C>
--------------------------------------------------------------------------
- ----
MUNICIPAL BONDS AND NOTES -- 97.3%
OREGON -- 78.6%
$250,000 Beaverton, Oregon,
Refunding Bonds, Water
Revenue,
6.125% due 6/1/14 A A+ $
234,375
360,000 Clackamas County, Oregon,
Service District, Sewer
Revenue,
6.375% due 10/1/14 NR A+
343,350
450,000 Douglas County, Oregon,
Hospital Revenue, (Catholic
Health Corporation), Series
B, (MBIA insured),
6.000% due 11/15/15 Aaa AAA
420,750
500,000 Eugene, Oregon, Electric
Utility Revenue, Series C,
5.800% due 8/1/19 A1 AA
449,375
400,000 Gresham, Oregon, Refunding
Bonds, Water Revenue,
Series B,
5.300% due 11/1/15 A A+
341,000
400,000 Keizer, Oregon, Urban
Renewal Agency, Tax
Increment Revenue (North
River Road Economic
Development Area),
5.600% due 7/1/13 NR A-
356,000
245,000 Klamath Falls, Oregon,
Intercommunity Hospital
Authority, Hospital
Revenue, (Merle West
Medical Center),
7.100% due 9/1/24 NR BBB+
231,831
500,000 Lane County, Oregon, School
District No. 4J, Refunding
Bonds, Series A,
5.375% due 7/1/13 Aa NR
441,875
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) OCTOBER 31,
1994
<TABLE>
<CAPTION>
RATINGS MARKET
VALUE
FACE VALUE MOODY'S S&P (NOTE
1)
--------------------------------------------------------------------------
- ----
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
OREGON -- (CONTINUED)
$500,000 McMinnville, Oregon, Sewer
System Revenue, Series A,
(FGIC insured),
5.000% due 2/1/14 Aaa AAA $
411,875
500,000 Multnomah County, Oregon,
Educational Facilities,
University Revenue,
(University of Portland
Project),
6.000% due 4/1/14 NR A-
466,250
500,000 Oregon State Department of
General Services, Refunding
Bonds, Certificate of
Participation, Series A,
(MBIA insured),
5.500% due 1/15/15 A NR
443,750
500,000 Oregon State Economic
Development Department,
Bond Bank Revenue, Series
I,
6.700% due 1/1/15 Aaa AAA
496,875
Oregon State Housing &
Community Services,
Refunding Bonds:
215,000 Housing and Finance Revenue
Bonds, Assisted or Insured
Multi-unit Mortgages,
Series A, (FHA insured),
6.800% due 7/1/13 A1 A+
213,656
350,000 Mortgage Revenue Bonds,
Single Family Mortgage
Program, Series B,
6.875% due 7/1/28 Aa NR
343,000
500,000 Port Umatilla, Oregon,
General Obligation Bonds,
Water Revenue,
6.650% due 8/1/22 Aa1 NR
466,250
400,000 Portland, Oregon, Airport
Way Urban Renewal and
Redevelopment, Refunding
Bonds, Series C,
6.000% due 6/1/07 A NR
385,000
300,000 Portland, Oregon, Housing
Authority, Senior Lien
Revenue, (Fairview Woods
Project), Series A,
6.875% due 8/1/14 NR NR
281,250
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) OCTOBER 31,
1994
<TABLE>
<CAPTION>
RATINGS MARKET
VALUE
FACE VALUE MOODY'S S&P (NOTE
1)
--------------------------------------------------------------------------
- ----
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
OREGON -- (CONTINUED)
$400,000 Portland, Oregon, Sewer
System Revenue, Series A,
6.250% due 6/1/15 A1 A+ $
377,000
350,000 Salem-Keizer, Oregon,
School District No. 24J,
General Obligation Bonds,
(FGIC insured),
5.750% due 6/1/12 Aaa AAA
320,688
350,000 Washington County, Oregon,
School District No. 088J,
(FSA Insured),
6.100% due 6/1/12 Aaa AAA
336,875
300,000 Western Generation Agency,
Oregon, Multiple Utility
Revenue, (James River
Corporation, Wauna
Cogeneration Project),
Series B,
7.250% due 1/1/09 NR NR
292,125
300,000 Yamhill County, Oregon,
School District No. 029J,
General Obligation Bond,
(FSA insured),
5.500% due 6/1/10 Aaa AAA
273,000
--------------------------------------------------------------------------
- ----
7,926,150
--------------------------------------------------------------------------
- ----
GUAM -- 5.1%
250,000 Guam Government, General
Obligation Bonds, Series A,
5.375% due 11/15/13 NR BBB
204,062
400,000 Guam Power Authority
Revenue, Electric Revenue,
Series A,
5.250% due 10/1/23 NR BBB
309,000
--------------------------------------------------------------------------
- ----
513,062
--------------------------------------------------------------------------
- ----
PUERTO RICO -- 13.6%
250,000 Commonwealth of Puerto
Rico, Highway &
Transportation Authority,
Fuel Sales Tax Revenue,
Series W,
5.500% due 7/1/15 Baa1 A
214,064
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (UNAUDITED) (CONTINUED) OCTOBER 31,
1994
<TABLE>
<CAPTION>
RATINGS MARKET
VALUE
FACE VALUE MOODY'S S&P (NOTE
1)
--------------------------------------------------------------------------
- ----
<C> <S> <C> <C> <C>
MUNICIPAL BONDS AND NOTES -- (CONTINUED)
PUERTO RICO -- (CONTINUED)
$500,000 Commonwealth of Puerto
Rico, Hospital Revenue,
Medical and Environmental
Control Facilities, (Ryder
Memorial Hospital), Series
A,
6.700% due 5/1/24 NR BBB $
465,626
400,000 Commonwealth of Puerto
Rico, Housing, Bank &
Finance Agency, Refunding
Bonds,
7.500% due 12/1/06 Baa BBB
436,500
300,000 Commonwealth of Puerto
Rico, Refunding Bonds,
5.500% due 7/1/13 Baa1 A
259,876
--------------------------------------------------------------------------
- ----
1,376,066
--------------------------------------------------------------------------
- ----
TOTAL MUNICIPAL BONDS AND NOTES
(Cost $10,312,050)
9,815,278
--------------------------------------------------------------------------
- ----
SHORT-TERM TAX-EXEMPT INVESTMENTS -- 3.0%
OREGON -- 3.0%
100,000 Port Portland, Oregon,
Refunding Bonds, Pollution
Control Revenue, (Reynolds
Metals),
3.150% due 12/1/09+ P-1 NR
100,000
200,000 Umatilla County, Oregon,
Hospital Facilities
Authority, Hospital
Revenue, (Franciscan Health
Systems), Series A,
3.600% due 12/1/24+ VMIG1 A-1+
200,000
--------------------------------------------------------------------------
- ----
TOTAL SHORT-TERM TAX-EXEMPT
INVESTMENTS
(Cost $300,000)
300,000
--------------------------------------------------------------------------
- ----
TOTAL INVESTMENTS (Cost $10,612,050*) 100.3%
10,115,278
OTHER ASSETS AND LIABILITIES (NET) (0.3)
(28,590)
--------------------------------------------------------------------------
- ----
NET ASSETS 100.0%
$10,086,688
--------------------------------------------------------------------------
- ----
<FN>
+ Variable rate demand notes are payable upon not more than one business
day's
notice.
* Aggregate cost for Federal tax purposes.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
7
<PAGE>
Smith Barney
Oregon Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) OCTOBER 31, 1994
<TABLE>
<S> <C> <C>
ASSETS:
Investments, at value (Cost
$10,612,050) (Note 1)
See accompanying schedule $10,115,278
Cash 262,848
Interest receivable 194,593
Unamortized organization costs (Note 7) 105,200
Receivable for Fund shares sold 60,251
Receivable from investment adviser
(Note 2) 46,741
- -------------------------------------------------------------------------
TOTAL ASSETS 10,784,911
- -------------------------------------------------------------------------
LIABILITIES:
Payable for investment securities
purchased $501,582
Unamortized organization costs payable 105,635
Payable for Fund shares redeemed 25,012
Accrued shareholder reports expense 15,500
Distribution fee payable (Note 3) 7,864
Service fee payable (Note 3) 5,517
Dividends payable 4,863
Accrued Trustees' fees and expenses
(Note 2) 3,500
Custodian fees payable (Note 2) 1,000
Transfer agent fees payable (Note 2) 450
Accrued expenses and other payables 27,300
- -------------------------------------------------------------------------
TOTAL LIABILITIES 698,223
- -------------------------------------------------------------------------
NET ASSETS $10,086,688
- -------------------------------------------------------------------------
NET ASSETS consist of:
Distributions in excess of net
investment income earned to date $ (8,963)
Accumulated net realized loss on
investments (30,750)
Unrealized depreciation of investments (496,772)
Par value 1,056
Paid-in capital in excess of par value 10,622,117
- -------------------------------------------------------------------------
TOTAL NET ASSETS $10,086,688
- -------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) (CONTINUED)
- ------------------------------------------------------------- OCTOBER 31,
1994
<TABLE>
<S> <C>
NET ASSET VALUE:
CLASS A SHARES:
NET ASSET VALUE and redemption price per share
($5,329,999 DIVIDED BY 558,213 shares of beneficial interest
outstanding) $
9.55
- ---------------------------------------------------------------------------
- ------
MAXIMUM OFFERING PRICE PER SHARE ($9.55 DIVIDED BY 0.955)
(based on sales charge of 4.5% of the offering price on October
31, 1994)
$10.00
- ---------------------------------------------------------------------------
- ------
CLASS B SHARES:
NET ASSET VALUE and offering price per share+
($4,756,689 DIVIDED BY 498,122 shares of beneficial interest
outstanding) $
9.55
- ---------------------------------------------------------------------------
- ------
<FN>
+ Redemption price per share is equal to Net Asset Value less any
applicable
contingent deferred sales charge.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
9
<PAGE>
Smith Barney
Oregon Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF OPERATIONS (UNAUDITED)
- -------------------------------------------------------------
FOR THE PERIOD ENDED OCTOBER 31,
1994*
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $
212,036
- ---------------------------------------------------------------------------
- ----
EXPENSES:
Legal and audit fees $17,228
Shareholder reports expense 15,500
Trustees' fees and expenses (Note 2) 13,744
Investment advisory fee (Note 2) 12,871
Amortization of organization costs (Note 7) 11,640
Distribution fee (Note 3) 7,864
Administration fee (Note 2) 7,356
Registration and filing fees 6,412
Service fee (Note 3) 5,517
Custodian fees (Note 2) 2,689
Transfer agent fees (Notes 2 and 4) 2,135
Insurance expense 2,000
Other 6,501
Fees waived and/or expenses reimbursed by
investment adviser and administrator (Note 2)
(66,968)
- ---------------------------------------------------------------------------
- ----
TOTAL EXPENSES
44,489
- ---------------------------------------------------------------------------
- ----
NET INVESTMENT INCOME
167,547
- ---------------------------------------------------------------------------
- ----
REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTES 1 AND 5)
Net realized loss on investments sold during the
period
(30,750)
Net unrealized depreciation of investments
during the period
(496,772)
- ---------------------------------------------------------------------------
- ----
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS
(527,522)
- ---------------------------------------------------------------------------
- ----
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
$(359,975)
- ---------------------------------------------------------------------------
- ----
<FN>
* The Fund commenced operations on May 23, 1994.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>
Smith Barney
Oregon Municipals Fund
- ---------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
PERIOD
ENDED
10/31/94*
(UNAUDITED)
<S> <C>
Net investment income $ 167,547
Net realized loss on investments sold during the period (30,750)
Net unrealized depreciation of investments during the
period (496,772)
- ------------------------------------------------------------------------
Net decrease in net assets resulting from operations (359,975)
Distributions to shareholders from net investment
income:
Class A (106,908)
Class B (69,602)
Net increase in net assets from Fund share transactions (Note 6):
Class A
3,601,143
Class B
5,022,030
- ------------------------------------------------------------------------
Net increase in net assets 8,086,688
NET ASSETS:
Beginning of period 2,000,000
- ------------------------------------------------------------------------
End of period (including distributions in excess of net
investment income
earned to date of $8,963) $10,086,688
- ------------------------------------------------------------------------
<FN>
* The Fund commenced operations on May 23, 1994.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
11
<PAGE>
Smith Barney
Oregon Municipals Fund
- ---------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD.
<TABLE>
<CAPTION>
PERIOD
ENDED
10/31/94*
(UNAUDITED)
<S> <C>
Operating performance:
Net Asset Value, beginning of period $ 9.55
- ---------------------------------------------------------------------------
- -
Income from investment operations:
Net investment income*** 0.20
Net realized and unrealized gain on investments 0.02
- ---------------------------------------------------------------------------
- -
Total from investment operations 0.22
- ---------------------------------------------------------------------------
- -
Less distributions:
Distributions from net investment income (0.22)
- ---------------------------------------------------------------------------
- -
Net Asset Value, end of period $ 9.55
- ---------------------------------------------------------------------------
- -
Total return++ 2.33%
- ---------------------------------------------------------------------------
- -
Ratios/supplemental data:
Net assets, end of period (in 000's) $5,330
Ratio of operating expenses to average net assets+
1.19%**
Ratio of net investment income to average net assets
4.57%**
Portfolio turnover rate 11%
- ---------------------------------------------------------------------------
- -
<FN>
* The Fund commenced selling Class A shares on May 23, 1994.
** Annualized.
*** Net investment income before waiver of fees and/or reimbursement of
expenses
by investment adviser and administrator for the
period ended October 31, 1994 was $0.12.
+ Annualized operating expense ratio before waiver of fees and/or
reimbursement of
expenses by investment adviser and administrator for
the period ended October 31, 1994 was 3.01%.
++ Total return represents aggregate total return for the period
indicated and
does not reflect any applicable sales charges.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>
Smith Barney
Oregon Municipals Fund
- --------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
FOR A CLASS B SHARE OUTSTANDING THROUGHOUT THE PERIOD.
<TABLE>
<CAPTION>
PERIOD
ENDED
10/31/94*
(UNAUDITED)
<S> <C>
Operating performance:
Net asset value, beginning of period $ 9.55
- ---------------------------------------------------------------------------
- -
Income from investment operations:
Net investment income*** 0.20
Net realized and unrealized gain on investments 0.00
- ---------------------------------------------------------------------------
- -
Total from investment operations 0.20
- ---------------------------------------------------------------------------
- -
Less distributions:
Distributions from net investment income (0.20)
- ---------------------------------------------------------------------------
- -
Net Asset Value, end of period $ 9.55
- ---------------------------------------------------------------------------
- -
Total Return++ 2.12%
- ---------------------------------------------------------------------------
- -
Ratios/supplemental data:
Net assets, end of period (in 000's) $4,757
Ratio of operating expenses to average net assets+
1.23%**
Ratio of net investment income to average net assets
4.53%**
Portfolio turnover rate 11%
- ---------------------------------------------------------------------------
- -
<FN>
* The Fund commenced selling Class B shares on May 23, 1994.
** Annualized.
*** Net investment income before waiver of fees and/or reimbursement of
expenses
by investment adviser and administrator for the
period ended October 31, 1994 was $0.12.
+ Annualized operating expense ratio before waiver of fees and/or
reimbursement of
expenses by investment adviser and administrator for
the period ended October 31, 1994 was 3.05%.
++ Total return represents aggregate total return for the period
indicated and
does not reflect any applicable sales charges.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
13
<PAGE>
Smith Barney
Oregon Municipals Fund
- ---------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
Smith Barney Oregon Municipals Fund (formerly Smith Barney Shearson Oregon
Municipals Fund) (the "Fund") is a non-diversified, open-end management
investment company registered with the Securities and Exchange Commission
under
the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund
was
organized on March 10, 1994 under the laws of The Commonwealth of
Massachusetts
and is a business entity commonly known as a "Massachusetts business
trust." The
Fund commenced operations on May 23, 1994. At the time of this report, the
Fund
offered two classes of shares to the general public: Class A shares and
Class B
shares. Class A shares are sold with a front-end sales charge. Class B
shares
may be subject to a contingent deferred sales charge ("CDSC"). Class B
shares
will automatically convert to Class A shares eight years after the original
purchase date. Each class of shares has identical rights and privileges
except
with respect to the effect of the respective sales charges, the
distribution
and/or service fees borne by each class, expenses allocable exclusively to
each
class, voting rights on matters affecting a single class, the exchange
privilege
of each class and the conversion feature of Class B shares. The following
is a
summary of significant accounting policies consistently followed by the
Fund in
the preparation of its financial statements.
PORTFOLIO VALUATION: Securities are valued at the close of trading on the
New
York Stock Exchange, Inc. by The Boston Company Advisors, Inc. ("Boston
Advisors") after consultation with an independent pricing service (the
"Service") approved by the Board of Trustees. When, in the judgment of the
Service, quoted bid prices for investments are readily available and are
representative of the bid side of the market, these investments are valued
at
the mean between the quoted bid prices and asked prices (as obtained by the
Service from dealers in such securities). Securities for which, in the
judgment
of the Service, there are no readily available market quotations (which may
constitute a majority of the portfolio securities) are carried at fair
value as
determined by the Service, based on methods which include consideration of:
yields or prices of municipal securities of comparable quality, coupon,
maturity
and type; indications as to values from dealers; and general market
conditions.
Short-term investments that mature in 60 days or less are valued at
amortized
cost whenever the Board of Trustees determines that amortized cost reflects
the
fair value of those investments.
14
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Interest income is recorded on the accrual
basis.
Realized gains and losses from securities sold are recorded on the
identified
cost basis. Investment income and realized and unrealized gains and losses
are
allocated based upon the relative net assets of each class.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: Dividends from net investment
income are determined on a class level and are declared daily and paid on
the
last business day of the Smith Barney Inc. ("Smith Barney") statement
month.
Distributions determined on a Fund level, if any, of any net short-and
long-term
capital gains earned by the Fund will be declared and paid annually after
the
close of the fiscal year in which they are earned. Additional distributions
of
net investment income and capital gains for the Fund may be made at the
discretion of the Board of Trustees in order to avoid the application of a
4%
nondeductible excise tax on certain undistributed amounts of net investment
income and capital gains. To the extent net realized capital gains can be
offset
by capital losses and loss carryforwards, it is the policy of the Fund not
to
distribute such gains.
Income distributions and capital gain distributions on a Fund level are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily
due to
differing treatments of income and gains on various investment securities
held
by the Fund, timing differences and differing characterization of
distributions
made by the Fund as a whole.
FEDERAL INCOME TAXES: The Fund intends to qualify as a regulated investment
company, if such qualification is in the best interests of its
shareholders, by
complying with the requirements of the Internal Revenue Code of 1986, as
amended, applicable to regulated investment companies and by distributing
substantially all of its earnings to its shareholders. Therefore, no
Federal
income tax provision is required.
15
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
2. INVESTMENT ADVISORY FEE, ADMINISTRATION
FEE AND OTHER TRANSACTIONS
The Fund has entered into an investment advisory agreement (the "Advisory
Agreement") with a division of Mutual Management Corp., which has been
transferred effective November 7, 1994, to Smith Barney Mutual Funds
Management
Inc. ("SBMFM"). Mutual Management Corp. and SBMFM are both wholly owned
subsidiaries of Smith Barney Holdings Inc. ("Holdings"). Holdings is a
wholly
owned subsidiary of The Travelers Inc. Under the Advisory Agreement, the
Fund
pays SBMFM a monthly fee at the following annual rates: 0.35% of the value
of
the Fund's average daily net assets up to $500 million and 0.32% of the
value of
its average daily net assets in excess of $500 million.
The Fund has also entered into an administration agreement (the
"Administration
Agreement") with SBMFM (formerly known as Smith Barney Advisers, Inc.).
Under
the Administration Agreement, the Fund pays SBMFM a fee computed daily and
paid
monthly based on the following annual rates: 0.20% of the value of the
Fund's
average daily net assets up to $500 million and 0.18% of the value of the
Fund's
average daily net assets in excess of $500 million.
The Fund and SBMFM have also entered into a sub-administration agreement
("Sub-Administration Agreement") with Boston Advisors, an indirect wholly
owned
subsidiary of Mellon Bank Corporation ("Mellon"). Under the Sub-
Administration
Agreement, SBMFM pays Boston Advisors a portion of its administration fee
at a
rate agreed upon from time to time between SBMFM and Boston Advisors.
From time to time SBMFM may voluntarily waive a portion or
all of its advisory and/or administrative fees otherwise payable to it. For
the period ended
October 31, 1994, SBMFM voluntarily waived advisory fees of $12,871 and
administrative fees of $7,356. In addition, SBMFM reimbursed expenses in
the amount of $46,741.
For the period ended October 31, 1994, SBMFM received $129,820 from
investors
representing commissions (sales charges) on sales of Class A shares.
16
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
A CDSC is generally payable by a shareholder in connection with the
redemption
of Class B shares within five years after the date of purchase. In
circumstances
in which the charge is imposed, the amount of the charge ranges between
4.5% and
1.0% of net asset value depending on the number of years since the date of
purchase. For the period ended October 31, 1994, SBMFM received from
shareholders $2,070 in CDSCs on the redemption of Class B shares.
No officer, director or employee of Smith Barney or of any of its
affiliates
receives any compensation from the Fund for serving as a Trustee or officer
of
the Fund. The Fund pays each Trustee who is not an officer, director, or
employee of Smith Barney or any of its affiliates $2,500 per annum plus
$250 per
meeting attended and reimburses each such Trustee for travel and out-of-
pocket
expenses.
Boston Safe Deposit and Trust Company, an indirect wholly owned subsidiary
of
Mellon, serves as the Fund's custodian. The Shareholder Services Group,
Inc., a
subsidiary of First Data Corporation, serves as the Fund's transfer agent.
3. DISTRIBUTION AGREEMENT
Smith Barney acts as distributor of the Fund's shares pursuant to a
distribution
agreement with the Fund, and sells shares of the Fund through Smith Barney
or
its affiliates.
Pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a services
and
distribution plan (the "Plan"). Under this Plan, the Fund compensates Smith
Barney for servicing shareholder accounts for Class A and Class B
shareholders,
and covers expenses incurred in distributing Class B shares. Smith Barney
is
paid an annual service fee with respect to Class A and Class B shares of
the
Fund at the annual rate of 0.15% of the value of the average daily net
assets of
each respective class of shares. Smith Barney is also paid an annual
distribution fee with respect to Class B shares at the annual rate of 0.50%
of
the value of the average daily net assets attributable to those shares.
During
the period ended October 31, 1994, the Fund
17
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
incurred $3,158 and $2,359 in service fees for Class A and Class B shares,
respectively. For the period ended October 31, 1994, the Fund incurred
$7,864 in
distribution fees for Class B shares.
4. EXPENSE ALLOCATION
Expenses of the Fund not directly attributable to the operations of any
class of
shares are prorated among the classes based upon the relative net assets of
each
class. Operating expenses directly attributable to a class of shares are
charged
to that class' operations. In addition to the above servicing and
distribution
fees, class specific operating expenses for the period ended October 31,
1994
included transfer agent fees of $848 and $1,287 for Class A and Class B
shares,
respectively.
5. PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of investment securities,
excluding
short-term investments, for the period ended October 31, 1994 amounted to
$11,090,072 and $753,816, respectively.
At October 31, 1994, the aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost amounted to
$0,
and the aggregate gross unrealized depreciation for all securities in which
there was an excess of tax cost over value amounted to $496,772.
18
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
6. SHARES OF BENEFICIAL INTEREST
At October 31, 1994, the Fund had an unlimited number of authorized shares
of beneficial
interest with a par value of $0.001. These shares are divided into
two classes: Class A and Class B. Changes in shares of beneficial interest
outstanding were as follows:
<TABLE>
<CAPTION>
PERIOD ENDED
OCTOBER 31, 1994*
CLASS A SHARES: Shares Amount
<S> <C> <C>
- -----------------------------------------------------------------
Sold 345,757 $3,320,909
Capital Infusion**) -- 251,349
Issued as reinvestment of dividends 9,448 90,261
Redeemed (6,415) (61,376)
- -----------------------------------------------------------------
Net increase 348,790 $3,601,143
- -----------------------------------------------------------------
<CAPTION>
PERIOD ENDED
OCTOBER 31, 1994*
CLASS B SHARES: Shares Amount
<S> <C> <C>
- -----------------------------------------------------------------
Sold 504,672 $4,862,028
Capital Infusion (Note 9) -- 221,556
Issued as reinvestment of dividends 5,630 53,756
Redeemed (12,181) (115,310)
- -----------------------------------------------------------------
Net increase 498,121 $5,022,030
- -----------------------------------------------------------------
<FN>
* The Fund commenced operations on May 23, 1994.
** On October 24, 1994, SBMFM made a contribution to capital of $472,905.
</TABLE>
7. ORGANIZATION COSTS
The Fund bears all costs in connection with its organization including the
fees
and expenses of registering and qualifying its shares for distribution
under
Federal and state securities regulations. All such costs are being
amortized on
the straight-line method over a period of five years from May 23, 1994
(commencement of operations). In the event any of the initial shares in the
Fund
are redeemed during such period, the Fund will be reimbursed for any
unamortized
organization costs in the same proportion as the number of shares redeemed
bears
to the number of initial shares outstanding at the time of redemption.
19
<PAGE>
Smith Barney
Oregon Municipals Fund
- -------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
8. CONCENTRATION OF CREDIT
The Fund primarily invests in debt obligations issued by the State of
Oregon and
its political subdivisions, agencies and public authorities to obtain funds
for
various public purposes. The Fund is more susceptible to factors adversely
affecting issuers of Oregon municipal securities than is a municipal bond
fund
that is not concentrated in these issuers to the same extent.
9. CAPITAL STRUCTURE
On July 20, 1994, the Board of Trustees of the Fund approved several
changes to
the class and pricing structure of the Smith Barney Shearson mutual funds,
to
facilitate consolidation of that fund complex with the Smith Barney mutual
fund
complex (the "Uniform Structure"). Under the Uniform Structure, effective
November 7, 1994, shares previously designated as Class A or Class B shares
will
retain those designations. In addition, the Fund will offer a new class of
shares, Class Y shares, without imposition of a sales charge, to investors
making an initial investment of at least $5 million. Adoption of the
Uniform
Structure will have no effect on the rights and privileges of the Fund's
current
shareholders.
20
SMITH BARNEY OREGON MUNICIPALS FUND
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Included in Part A:
Financial Highlights
Included in Part B:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants
Included in Part C:
None
(b) Exhibits
All references are to the Registrant's registration statement on Form
N-1A as filed with the Securities and Exchange Commission on March 11, 1994
(the "Registration Statement") (File Nos. 33-52643 and 811-07149).
(1)(a) Registrant's Master Trust Agreement, dated March 10,
1994, is incorporated by reference to the Registration Statement.
(b) Amendments to Master Trust Agreement dated October 14,
1994 and November 7, 1994, respectively, are filed herein.
(2) Registrant's By-Laws, dated March 10, 1994, are incorporated by
reference to the Registration Statement.
(3) Not Applicable.
(4) Registrant's form of stock certificate for Classes A, B, C and
D are incorporated by reference to Pre-Effective Amendment No. 3.
(5) Investment Advisory Agreement between the Registrant and
Greenwich
Street Advisors, dated May 23, 1994, is incorporated by
reference to Pre-Effective
Amendment No. 3.
(6) Distribution Agreement between the Registrant and Smith Barney
Shearson Inc., dated May 23, 1994, is incorporated by reference to Pre-
Effective Amendment No. 3.
(7) Not Applicable.
(8) Custody Agreement between the Registrant and Boston Safe
Deposit and Trust Company, dated May 23, 1994, is incorporated by reference
to Pre-Effective Amendment No. 3.
(9)(a) Administration Agreement between the Registrant and
Smith, Barney Advisers, Inc.,
dated May 23, 1994, is incorporated by reference to Pre-
Effective Amendment No. 3.
(b) Sub-Administration Agreement between the Registrant and
The Boston Company Advisors, Inc., dated May 23, 1994, is incorporated by
reference to Pre-Effective Amendment No. 3.
(c) Transfer Agency Agreement between the Registrant and The
Shareholders Services Group, Inc., dated May 23, 1994, is incorporated by
reference to Pre-Effective Amendment No. 3.
(10) Not Applicable.
(11) Not Applicable.
(12) Not Applicable.
(13) Purchase Agreement between the Registrant and Smith Barney
Shearson Inc. is incorporated by reference to Pre-Effective Amendment No.
3.
(14) Not Applicable.
(15) Amended Services and Distribution Plan pursuant to Rule
12b-1 between the Registrant and Smith Barney, Inc. is filed herein.
(16) Performance Data is filed herein.
Item 25. Persons Controlled by or Under Common Control with Registrant
None
Item 26. Number of Holders of Securities
(1) (2)
Number of Record
Title of Class Holders by class as of
September 23, 1994
Beneficial Interest,
par value $.001 per share Class A- 152
Class B- 232
Item 27. Indemnification
The response to this item is incorporated by reference to Pre-
Effective Amendment No. 1 to the Regstration Statement filed with the SEC
on March 11, 1994 ("Pre-Effective Amendment No. 1").
Item 28(a). Business and Other Connections of Investment Adviser
Investment Adviser - - Smith Barney Mutual Funds Management Inc., formerly
known as Smith, Barney Advisers, Inc. ("SBMFM")
SBFMF was incorporated in December 1968 under the laws of the State of
Delaware. SBFMF is a wholly owned subsidiary of Smith Barney Holdings Inc.
(formerly known as Smith Barney Shearson Holdings Inc.), which in turn is a
wholly owned subsidiary of The Travelers Inc. (formerly known as Primerica
Corporation) ("Travelers"). SBMFM is registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act").
The list required by this Item 28 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 two 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).
Prior to the close of business on November 7, 1994, Greenwich Street
Advisors served as investment adviser. Greenwich Street Advisors, through
its predecessors, has been in the investment counseling business since 1934
and is a division of Mutual Management Corp. ("MMC"). MMC was incorporated
in 1978 and is a wholly owned subsidiary of Smith Barney Holdings Inc.
(formerly known as Smith Barney Shearson Holdings Inc.) ("Holdings"), which
is in turn a wholly owned subsidiary of The Travelers Inc. (formerly known
as Primerica Corporation) ("Travelers"). The list required by this Item 28
of officers and directors of MMC and Greenwich Street Advisors, 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 two fiscal years, is incorporated by reference to
Schedules A and D of FORM ADV filed by MMC on behalf of Greenwich Street
Advisors pursuant to the Advisers Act (SEC File No. 801-14437).
Prior to the close of business on July 30, 1993 (the "Closing"), Shearson
Lehman Advisors, a member of the Asset Management Group of Shearson Lehman
Brothers Inc. ("Shearson Lehman Brothers"), served as the Registrant's
investment adviser. On the Closing, Travelers and Smith Barney Inc.
(formerly known as Smith Barney Shearson Inc.) acquired the domestic retail
brokerage and asset management business of Shearson Lehman Brothers, which
included the business of the Registrant's prior investment adviser.
Shearson Lehman Brothers was a wholly owned subsidiary of Shearson Lehman
Brothers Holdings Inc. ("Shearson Holdings"). All of the issued and
outstanding common stock of Shearson Holdings (representing 92% of the
voting stock) was held by American Express Company. Information as to any
past business vocation or employment of a substantial nature engaged in by
officers and directors of Shearson Lehman Advisors cabe located in
Schedules A and D of FORM ADV filed by Shearson Lehman Brothers on behalf
of Shearson Lehman Advisors prior to July 30, 1993. (SEC FILE NO. 801-
3701)
11/3/94
Item 29. Principal Underwriters
Smith Barney Inc. ("Smith Barney") currently acts as distributor for Smith
Barney Managed Municipals Fund Inc., Smith Barney New York Municipals Fund
Inc., Smith Barney California Municipals Fund Inc., Smith Barney
Massachusetts Municipals Fund, Smith Barney Global Opportunities Fund,
Smith Barney Aggressive Growth Fund Inc., Smith Barney Appreciation Fund
Inc., Smith Barney Principal Return Fund, Smith Barney Shearson Municipal
Money Market Fund Inc., Smith Barney Daily Dividend Fund Inc., Smith Barney
Government and Agencies Fund Inc., Smith Barney Managed Governments Fund
Inc., Smith Barney New York Municipal Money Market Fund, Smith Barney
California Municipal Money Market Fund, Smith Barney Income Funds, Smith
Barney Equity Funds, Smith Barney Investment Funds Inc., Smith Barney
Precious Metals and Minerals Fund Inc., Smith Barney Telecommunications
Trust, Smith Barney Arizona Municipals Fund Inc., Smith Barney New Jersey
Municipals Fund Inc., The USA High Yield Fund N.V., Garzarelli Sector
Analysis Portfolio N.V., The Advisors Fund L.P., Smith Barney Fundamental
Value Fund Inc., Smith Barney Series Fund, Consulting Group Capital Markets
Funds, Smith Barney Income Trust, Smith Barney Adjustable Rate Government
Income Fund, Smith Barney Florida Municipals Fund, Smith Barney Oregon
Municipals Fund, Smith Barney Funds, Inc., Smith Barney Muni Funds, Smith
Barney World Funds, Inc., Smith Barney Money Funds, Inc., Smith Barney Tax
Free Money Fund, Inc., Smith Barney Variable Account Funds, Smith Barney
U.S. Dollar Reserve Fund (Cayman), Worldwide Special Fund, N.V., Worldwide
Securities Limited, (Bermuda), Smith Barney International Fund (Luxembourg)
and various series of unit investment trusts.
Smith Barney is a wholly owned subsidiary of Smith Barney Holdings
Inc. (formerly known as Smith Barney Holdings Inc.), which in turn is a
wholly owned subsidiary of The Travelers Inc. (formerly known as Primerica
Corporation) ("Travelers"). On June 1, 1994, Smith Barney changed its
name from Smith Barney Inc. to its current name. The information required
by this Item 29 with respect to each director, officer and partner of Smith
Barney is incorporated by reference to Schedule A of FORM BD filed by Smith
Barney pursuant to the Securities Exchange Act of 1934 (SEC File No. 812-
8510).
11/4/94
Item 30. Location of Accounts and Records
(1) Smith Barney Oregon Municipals Fund
388 Greenwich Street
New York, New York 10013
(2) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(3) The Boston Company Advisors, Inc.
One Boston Place
Boston, Massachusetts 02108
(4) Boston Safe Deposit and Trust Company
One Cabot Road
Medford, Massachusetts 02155
(5) The Shareholder Services Group, Inc.
Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
The Registrant undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees of
the Registrant when requested in writing to do so by the holders of at
least 10% of the Registrant's outstanding shares and, in connection with
the meeting, to comply with the provisions of Section 16(c) of the 1940 Act
relating to communications with the shareholders of certain common-law
trusts.
485(b) Certification
The Registrant hereby certifies that it meets all requirements
for effectiveness pursuant to Rule 485(b)(1)(ix) under the Securities Act
of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant, SMITH BARNEY SHEARSON
OREGON MUNICIPALS FUND, has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Boston, Commonwealth of Massachusetts on the
21th day of November, 1994.
SMITH BARNEY SHEARSON
OREGON MUNICIPALS FUND
By: /s/ Heath B. McLendon
Heath B. McLendon, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Heath B. McLendon Chairman of the Board
11/21/94
Heath B. McLendon (Chief Executive Officer)
/s/ Lewis E. Daidone Treasurer (Chief Financial
11/21/94
Lewis E. Daidone and Accounting Officer)
/s/ Herbert Barg* Trustee
11/21/94
Herbert Barg
/s/ Alfred J. Bianchetti* Trustee
11/21/94
Alfred J. Bianchetti
/s/ Martin Brody* Trustee 11/21/94
Martin Brody
Signature Title Date
/s/ Dwight B. Crane* Trustee
11/21/94
Dwight B. Crane
/s/ James J. Crisona* Trustee
11/21/94
James J. Crisona
/s/ Robert A. Frankel* Trustee
11/21/94
Robert A. Frankel
/s/ Dr. Paul Hardin* Trustee
11/21/94
Dr. Paul Hardin
/s/ Stephen E. Kaufman* Trustee
11/21/94
Stephen E. Kaufman
/s/ Joseph J. McCann* Trustee
11/21/94
Joseph J. McCann
* Signed by Heath B. McLendon, their
duly authorized attorney-in-fact, pursuant
to power of attorney dated May 20, 1994.
/s/ Heath B. McLendon
Heath B. McLendon
EXHIBIT 1(b)
SMITH BARNEY SHEARSON OREGON MUNICIPALS FUND
AMENDMENT NO. 1 TO THE MASTER TRUST AGREEMENT
(Change of Name of the Fund and Change of Emeritus Policy )
The undersigned, Assistant Secretary of Smith Barney Shearson Oregon
Municipals Fund (the "Fund"), does hereby certify that pursuant to Article
I, Section 1.1 and Article VII, Section 7.3 of the Master Trust Agreement
dated March 10, 1994 ("Master Trust Agreement"), the following votes were
duly adopted by the Board of Trustees at a Regular Meeting of the Board
held on July 20, 1994:
(Change of Name of the Fund)
VOTED: That the name of the Fund previously established and designated
pursuant to the Fund's Master Trust Agreement be modified and amended as
set forth below:
Current Name: Name as Amended:
Smith Barney Shearson Smith Barney
Oregon Municipals Fund Oregon Municipals Fund
; and further
(Change of Emeritus Policy)
VOTED: That Article III, Sections 3.1(i) and 3.1(j) of the Fund's
Master Trust Agreement be and are hereby amended and restated in their
entirety as follows:
Section 3.1(i)
A Trustee who has reached the age of seventy two (72) years may elect
the status of Trustee Emeritus provided that the Trustee has served for ten
(10) years as a member of the Fund's Board of Trustees or of the Board of
Trustees of another investment company distributed, advised or administered
by an entity under common control with the Fund's distributor, investment
adviser or administrator. Upon reaching eighty (80) years of age, a
Trustee must elect status as a Trustee Emeritus. (The foregoing provisions
shall not be deemed to restrict a Trustee's ability to resign.)
Section 3.1(j)
A Board Member designated as a Trustee Emeritus may attend meetings
of the Board of Trustees, however, he or she shall have no voting rights
and shall not be under a duty to manage or direct the business and affairs
of the Fund. A Trustee Emeritus shall not be deemed to stand in a
fiduciary relation to the Fund and shall not be responsible to discharge
the duties of a Trustee or to exercise that diligence, care or skill which
a Trustee would ordinarily be required to exercise under applicable laws.
In addition, a Trustee Emeritus shall be indemnified to the full extent
that an officer or Trustee of the Fund may be indemnified under the Fund's
governing documents and applicable state and federal laws.
As long as a Board Member is a Trustee Emeritus, but in no event for
more than a period of ten (10) years, provided the Fund has net assets in
excess of $100 million, a Trustee Emeritus will receive 50% of the annual
retainer and annual meeting fees paid to active Board Members. In any
event, a Trustee Emeritus shall be entitled to reasonable out-of-pocket
expenses for each meeting attended; and further
VOTED: That the appropriate officers of the Fund be, and each hereby
is, authorized to execute and file any notices required to be filed
reflecting the foregoing changes; to execute amendments to the Fund's
Master Trust Agreement and By-Laws reflecting the foregoing change; and to
execute and file all requisite certificates, documents and instruments and
to take such other actions required to cause said amendment to become
effective and to pay all requisite fees and expenses incident thereto.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 14th day of October, 1994.
/s/ Lee D. Augsburger
Lee D. Augsburger
Assistant Secretary
SMITH BARNEY OREGON MUNICIPALS FUND
AMENDMENT NO. 2 TO THE MASTER TRUST AGREEMENT
WHEREAS, Section 4.1 of the Master Trust Agreement of Smith Barney
Oregon
Municipals Fund (the "Trust") dated March 10, 1994, as amended, authorizes
the Trustees of
the Trust to issue classes of shares of any Sub-Trust or divide the Shares
of any Sub-Trust
into classes, having different dividend, liquidation, voting and other
rights as the Trustees
may determine;
WHEREAS, the Trustees have previously established and designated four
classes of
shares, Classes A, B, C and D for the sole Sub-Trust of the Trust: Smith
Barney Oregon
Municipals Fund;
WHEREAS, the Trustees unanimously voted on July 20, 1994 to
redesignate the
existing Class C shares of the Sub-Trust as Class Z shares, such change to
be effective
concurrently with the effectiveness of the Supplement to the Prospectus of
the Sub-Trust
describing said Class Z shares;
WHEREAS, the Trustees unanimously voted on July 20, 1994 to
redesignate the
existing Class D shares of the Sub-Trust as Class C shares, such change to
be effective
concurrently with the effectiveness of the Supplement to the Prospectus of
the Sub-Trust
describing said Class C shares; and
WHEREAS, the Trustees unanimously voted on July 20, 1994 to establish
and
designate a new class of shares of the Sub-Trust as Class Y shares.
NOW, THEREFORE, the undersigned Assistant Secretary of the Trust
hereby states
as follows:
1. That, pursuant to the vote of the Trustees, (i) the existing
class of shares of
the aforementioned Sub-Trust heretofore designated as Class C shares be
redesignated as
Class Z shares of the Smith Barney Oregon Municipals Fund; and (ii) the
existing class of
shares of the aforementioned Sub-Trust heretofore designated as Class D
shares be
redesignated as Class C shares of the Smith Barney Oregon Municipals Fund;
such changes
to become effective concurrently with the effectiveness of the Supplement
to the Prospectus
of the Sub-Trust describing the redesignated Class Z and Class C shares.
Each such class of
shares shall have the rights and preferences as set forth in the Supplement
to the Prospectus
of the Sub-Trust dated November 7, 1994, as such Prospectus may be further
amended from
time to time.
2. That, pursuant to the vote of the Trustees, the aforementioned
Sub-Trust be
divided into an additional class of shares established and designated as
Class Y shares. Such
class of shares shall have the rights and preferences as set forth in the
Supplement to the
Prospectus of the Sub-Trust dated November 7, 1994, as such Prospectus may
be further
amended from time to time.
IN WITNESS WHEREOF, the undersigned hereby sets his hand this 7th day
of
November, 1994.
SMITH BARNEY OREGON MUNICIPALS FUND
/s/ Lee D. Augsburger
By: Lee D. Augsburger
Title: Assistant Secretary
123787.c1
EXHIBIT 15
AMENDED SERVICES AND DISTRIBUTION PLAN
SMITH BARNEY OREGON MUNICIPALS FUND
This Services and Distribution Plan (the "Plan") is adopted in
accordance with rule 12b-1 (the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act"), by Smith Barney Oregon Municipals Fund,
a business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), subject to the following terms and conditions:
Section 1. Annual Fee
(a) Class A Service Fee. The Fund will pay to the distributor of its
shares, Smith Barney Inc., a corporation organized under the laws of the
State of Delaware ("Distributor"), a service fee under the Plan at the
annual rate of .15% of the average daily net assets of the Fund
attributable to the Class A shares (the "Class A Service Fee").
(b) Service Fee for Class B shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .15% of the
average daily net assets of the Fund attributable to the Class B shares
(the "Class B Service Fee").
(c) Service Fee for Class C shares. The Fund will pay to the
Distributor a service fee under the Plan at the annual rate of .15% of the
average daily net assets of the Fund attributable to the Class C shares
(the "Class C Service Fee," and collectively with the Class A Service Fee
and the Class B Service Fee, the "Service Fees").
(d) Distribution Fee for Class B shares. In addition to the Class B
Service Fee, the Fund will pay the Distributor a distribution fee under the
Plan at the annual rate of .50% of the average daily net assets of the fund
attributable to the Class B Distribution Fee, the "Distribution Fees").
(e) Distribution Fee for Class C shares. In addition to the Class C
Service Fee, the Fund will pay the Distributor a distribution fee under the
Plan at the annual rate of .55% of the average daily net assets of the Fund
attributable to the Class C shares (the "Class C Distribution Fee," and
collectively with the Class B Distribution Fee, the "Distribution Fees").
(f) Payment of Fees. The Service Fees and Distribution Fees will be
calculated daily and paid monthly by the Fund with respect to the foregoing
classes of the fund's shares (each a "Class" and together the "Classes") at
the annual rates indicated above.
Section 2. Expenses Covered by the Plan
With respect to expenses incurred by each Class its respective
Service Fees and/or Distribution Fees may be used for; (a) costs of
printing and distributing the Fund's prospectus, statement of additional
information and reports to prospective investors in the Fund; (b) costs
involved in preparing, printing and distributing sales literature
pertaining o the Fund; (c) an allocation of overhead and other branch
office distribution-related expenses of the Distributor; (d) payments made
to, and expenses of Smith Barney Financial Consultants and other persons
who provide support services in connection with the distribution of the
Fund's shares, including but not limited to, office space and equipment,
telephone
facilities, answering routine inquires regarding the Fund, processing
shareholder transactions and providing any other shareholder services not
otherwise provided by the Fund's Transfer agent; and (e) accruals for
interest on the amount of the foregoing expenses that exceed the
Distribution Fee and, in the case of Class B shares, the contingent
deferred sales charge received by the Distributor; provided, however, that
the Distribution Fees may be used by the Distributor only to cover expenses
primarily intended to result in the sale of the Fund's Class B and C
shares, including without limitation, payments to Distributor's financial
consultants ant the time of the sale of Class B and C shares. In addition,
Service Fees are intended to be used by the Distributor primarily to pay
its financial consultants for servicing shareholder accounts, including a
continuing fee to each such financial consultant, which fee shall begin to
accrue immediately after the sale of such shares.
Section 3. Approval of Shareholders
The Plan will not take effect, and no fees will be payable in
accordance with Section 1 of the Plan, with respect to a Class until the
Plan has been approved by a vote of a least a majority of the outstanding
voting securities of the Class. The Plan will be deemed to have been
approved with respect to a class so longer as a majority of the outstanding
voting securities of the Class votes for the approval of the Plan,
notwithstanding that: (a) the Plan has not been approved by a major of the
outstanding voting securities of any other Class, or (b) the Plan has not
been approved by a majority of the outstanding voting securities of the
Fund.
Section 4. Approval of Trustees
Neither the Plan nor any related agreements will take effect until
approved by a majority of both (a) the full Board of Trustees of the Fund
and (b) those Trustees who are not interested persons of the Fund and who
have not direct or indirect financial interest in the operation of the Plan
or in any agreements related to it (the "Qualified Trustees"), cast in
person at a meeting called for the purpose of voting on the Plan and the
related agreements.
Section 5. Continuance of the Plan
The Plan will continue in effect with respect to each Class until
November 7, 1995, and thereafter for successive twelve-month periods with
respect to each Class; provided, however, that such continuance is
specifically approved at least annually by the Trustees of the Fund and by
a majority of the Qualified Trustees.
Section 6. Termination
The Plan may be terminated at any time with respect to a Class (i) by
the Fund without the payment of any penalty, by the vote of a majority of
the outstanding voting securities of such Class or (ii) by a vote of the
Qualified Trustees. The Plan may remain in effect with respect to a
particular Class even if the Plan has been terminated in accordance with
this Section 6 with respect to any other Class.
Section 7. Amendments
The Plan may to be amended with respect to any Class so as to
increase materially the amounts of the Fees described in Section 1 above,
unless the amendment is approved by a vote of the holders of at least a
majority of the outstanding voting securities of that class. No material
amendment to the Plan may be made unless approved by the Fund's Board of
Trustees in the manner described in Section 4 above.
Section 8. Selection of Certain Trustees
While the Plan is in effect, the selection and nomination of the
Fund's Trustees who are not interested persons of the Fund will be
committed to the discretion of the Trustees then in office who are not
interested persons of the Fund.
Section 9. Written Reports
In each year during which the Plan remains in effect, a person
authorized to direct the disposition of monies paid or payable by the Fund
pursuant to the Plan or any related agreement will prepare and furnish to
the Fund's Board of Trustees and the Board will review, at least quarterly,
written reports complying with the requirements of the Rule, which sets out
the amounts expended under the Plan and the purposes for which those
expenditures were made.
Section 10. Preservation of Materials
The Fund will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 9 above, for a period of
not less than six years (the first two years in an easily accessible place)
from the date of the Plan, agreement or report.
Section 11. Meanings of Certain Terms
As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meaning
that those terms have under the 1940 Act by the Securities and Exchange
Commission.
Section 12. Limitation of Liability
It is expressly agreed that the obligations of the Fund hereunder
shall not be binding upon of the Trustees, shareholders, nominees,
officers, employees or agents, whether past, present or future, of the
Fund, individually, but are binding only upon the assets and property of
the Fund, as provided, as provided in the Master Trust Agreement of the
Fund. The execution and delivery of this Plan has been authorized by the
Trustees and by shareholders of the Fund holding at least a majority of the
outstanding voting securities and signed by an authorized officer of the
Fund, acting as such, and neither such authorization by such Trustees and
shareholders nor such execution and delivery by such officer be deemed to
have made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property or the Fund as
provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the Fund execute the Plan as of November 7, 1994.
SMITH BARNEY
OREGON MUNICIPALS FUND
By: /s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board
g\shared\domestic\clients\shearson\funds\ore\12b1pln2.doc10:01 AM
<PAGE>
SMITH BARNEY OREGON MUNICIPALS (A)
Initial Investment: $10,000 Period: 5/23/94-10/94
<TABLE>
<CAPTION>
Growth of Value of Growth of
Initial Reinvested Investment with
Date NAV Investment distributions Distributions
---- --- ---------- ------------- -------------
Reinvested
----------
<S> <C> <C> <C> <C>
5/23/94 9.55 10,000 0 10,000
05/94 9.61 10,063 12 10,075
06/94 9.49 9,937 58 9,995
07/94 9.66 10,115 98 10,213
08/94 9.63 10,084 145 10,229
09/94 9.40 9,843 180 10,023
10/94 9.55 10,000 233 10,233
</TABLE>
<PAGE>
SMITH BARNEY OREGON MUNICIPALS (B)
Initial Investment: $10,000 Period: 5/23/94-10/94
<TABLE>
<CAPTION>
Growth of Value of Growth of
Initial Reinvested Investment with
Date NAV Investment distributions Distributions
---- --- ---------- ------------- -------------
Reinvested
----------
<S> <C> <C> <C> <C>
5/23/94 9.55 10,000 0 10,000
05/94 9.61 10,063 12 10,075
06/94 9.49 9,937 53 9,990
07/94 9.66 10,115 90 10,205
08/94 9.63 10,084 133 10,217
09/94 9.40 9,843 164 10,007
10/94 9.55 10,000 212 10,212
</TABLE>
<PAGE>
SMITH BARNEY OREGON MUNICIPALS FUND
AGGREGATE TOTAL RETURN WITHOUT LOAD
FROM INCEPTION THROUGH OCTOBER 31, 1994
<TABLE>
<CAPTION>
Fund Name I ERV Return (%)
- --------------------------------------------------------------
<S> <C> <C> <C>
Shearson Oregon Municpal (A) 10,000 10,233 2.33
Shearson Oregon Municpal (B) 10,000 10,212 2.12
</TABLE>
The funds' aggregate total return figures shown above represent the
cumulative
change in the value of an investment in the Funds since inception and are
computed by the following formula:
(ERV - I)/I = Aggregate Total Return
Where:
I = A hypothetical initial investment of $10,000
ERV = Ending Redeemable Value of an hypothetical initial investment of
$10,000
assuming reinvestment of all dividends, distributions.
<PAGE>
OCTOBER 1994 30-DAY SEC YIELD
SMITH BARNEY OREGON MUNICIPAL FUND
SEC YIELD = 2(((((a-b)/(cxd)) + 1) /\ 6) - 1)
Where:
a= dividends and interest during the period.
b= expenses accrued for the period (net of reimbursement).
c= average daily number of shares outstanding during the period that were
entitled to receive a dividend.
d= maximum offering price per share on the last day of the period.
CLASS A:
5.12% = 2(((((27,795.73 - 4,344.57)/(555,968.53 x 10.00)) + 1) /\ 6 - 1)
CLASS B:
4.84% = 2(((((23,695.12 - 5,584.18)/(473,948.49 x 9.55)) + 1) /\ 6 - 1)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>0
<NAME> SB Oregon Municipals, Class A
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 10,612,050
<INVESTMENTS-AT-VALUE> 10,115,278
<RECEIVABLES> 301,585
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 368,048
<TOTAL-ASSETS> 10,784,911
<PAYABLE-FOR-SECURITIES> 501,582
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 196,641
<TOTAL-LIABILITIES> 698,223
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 10,623,173
<SHARES-COMMON-STOCK> 558,213
<SHARES-COMMON-PRIOR> 209,423
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 8,963
<ACCUMULATED-NET-GAINS> (30,750)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (496,772)
<NET-ASSETS> 10,086,688
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 212,036
<OTHER-INCOME> 0
<EXPENSES-NET> 44,489
<NET-INVESTMENT-INCOME> 167,547
<REALIZED-GAINS-CURRENT> (30,750)
<APPREC-INCREASE-CURRENT> (496,772)
<NET-CHANGE-FROM-OPS> (359,975)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 106,908
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 334,757
<NUMBER-OF-SHARES-REDEEMED> 6,415
<SHARES-REINVESTED> 9,448
<NET-CHANGE-IN-ASSETS> 8,086,688
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12,872
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 111,457
<AVERAGE-NET-ASSETS> 8,286,285
<PER-SHARE-NAV-BEGIN> 9.55
<PER-SHARE-NII> 0.20
<PER-SHARE-GAIN-APPREC> 0.02
<PER-SHARE-DIVIDEND> 0.22
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.55
<EXPENSE-RATIO> 1.19
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>0
<NAME> SB Oregon Municipals, Class B
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 10,612,050
<INVESTMENTS-AT-VALUE> 10,115,278
<RECEIVABLES> 301,585
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 368,048
<TOTAL-ASSETS> 10,784,911
<PAYABLE-FOR-SECURITIES> 501,582
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 196,641
<TOTAL-LIABILITIES> 698,223
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 10,623,173
<SHARES-COMMON-STOCK> 498,122
<SHARES-COMMON-PRIOR> 1
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 8,963
<ACCUMULATED-NET-GAINS> (30,750)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (496,772)
<NET-ASSETS> 10,086,688
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 212,036
<OTHER-INCOME> 0
<EXPENSES-NET> 44,489
<NET-INVESTMENT-INCOME> 167,547
<REALIZED-GAINS-CURRENT> (30,750)
<APPREC-INCREASE-CURRENT> (496,772)
<NET-CHANGE-FROM-OPS> (359,975)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 69,602
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 504,672
<NUMBER-OF-SHARES-REDEEMED> 12,181
<SHARES-REINVESTED> 5,630
<NET-CHANGE-IN-ASSETS> 8,086,688
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12,872
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 111,457
<AVERAGE-NET-ASSETS> 8,286,285
<PER-SHARE-NAV-BEGIN> 9.55
<PER-SHARE-NII> 0.20
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.20
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.55
<EXPENSE-RATIO> 1.23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
