3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:Smith Barney Institutional
Cash Management Funds, Inc.
388 Greenwich Street
New York, NY 10013
2. Name of each series or class of funds for which this
notice is filed:
Cash Portfolio
Government Portfolio
Municipal Portfolio
3. Investment Company Act File Number:
811-9012
Securities Act File Number:
33-90952
4. Last day of fiscal year for which this notice is filed:
May 31, 1996
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close of
the fiscal year but before termination of the issuer's
24f-2 declaration:
N/A
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning
of the fiscal year:
0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold
during the fiscal year:
2,286,363,214 SHARES $2,286,363,214
10 Number and aggregate sale price of securities sold
. during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
2,286,363,214 SHARES
$2,286,363,214
11 Number and aggregate sale price of securities issued
. during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B.7):
INCLUDED IN ITEM 9
12 Calculation of registration fee for the Cash Portfolio:
a. (i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_1,541,462,724________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__0________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__1,541,462,724________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
_ / 2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
__531,538.87___________
12 Calculation of registration fee for the Government
b. Portfolio:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_436,467,706________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__0 _______
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__436,467,706__________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
_/ 2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __150,506.11
___________
12 Calculation of registration fee for the Municipal
c. Portfolio:
(i) Aggregate sale price of securities sold during
the fiscal year
in reliance on rule 24f-2 (from Item 10):
$_308,432,784 ________
(ii) Aggregate price of shares issued in connection
with dividend
reinvestment plans (from Item 11, if
applicable):
+_0____________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal
year (if applicable):
-__0 ________
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant
to rule 24e-2 (if applicable):
+_0_____________________
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable):
__308,432,784__________
(vi) Multiplier prescribed by Section 6 (b) of the
Securities
Act of 1933 or other applicable law or regulation
(see
Instruction C.6):
/ 2900_________________
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: __106,356.13
___________
Instruc Issuers should complete lines (ii), (iii), (iv),
tion: and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
13 Check box if fees are being remitted to the Commission's
. lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17
CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
November 25, 1996
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title)*
___________________________________
_Irving David -
Controller_______
Date _11/25/96_
*Please print the name and title of the signing officer
below the signature.
November 25, 1996
Smith Barney Institutional Cash Management Funds, Inc.
388 Greenwich Street
New York, New York 10013
Re: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney
Institutional Cash Management Funds, Inc., a Maryland
corporation (the "Fund"), of a Notice (the "Notice"),
pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "Act"), for the Fund's fiscal year
ended May 31, 1996, the undersigned hereby provides the
legal opinion required by that Rule.
In accordance with Rule 24f-2, the Fund has registered
an indefinite number of shares of common stock, $.00001 par
value, under the Securities Act of 1933, as amended (the
"1933 Act"). The purpose of the Notice is to make definite
the registration of 2,286,363,214 shares of the Fund (the
"Shares") sold in reliance upon the Rule during the fiscal
year ended May 31, 1996.
The undersigned is Associate General Counsel of Smith
Barney Mutual Funds Management Inc., the Fund's
administrator, and in such capacity, from time to time and
for certain purposes, acts as counsel to the Fund. He has
examined copies of the Fund's Articles of Incorporation, its
By-Laws, resolutions adopted by its Board of Directors, and
such other records and documents as have been deemed
necessary for purposes of this opinion. Furthermore, he has
examined a Certificate of the Controller of the Fund to the
effect that the Fund received the cash consideration for
each of the Shares in accordance with the aforementioned
organizational documents and resolutions.
On the basis of the foregoing, and assuming all of the
Shares were sold in accordance with the terms of the Fund's
Prospectus in effect at the time of sale, he is of the
opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This
opinion is for the limited purposes expressed above and
should not be deemed to be an expression of opinion as to
compliance with the 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the
Shares.
Very truly yours,
Robert Vegliante
Associate General
Counsel
of Smith Barney
Mutual Funds
Management Inc.
CERTIFICATE
The undersigned, Controller of SMITH BARNEY
INSTITUTIONAL CASH MANAGEMENT FUND, INC. (the "Fund"),
hereby certifies that the Fund has received full payment,
in accordance with the provisions of its Prospectus, for
2,286,363,214 shares of common stock, par value $.00001
per share, the sales of which are reported in the Fund's
Rule 24f-2 Notice covering the fiscal year ended May 31,
1996 and that the facts otherwise stated in such Notice are
true.
Irving David
Controller
Dated: November 25, 1996
