As filed with the Securities and Exchange Commission on
June 10, 1996
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Registration No. 33-90952
811-9012
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. [X] Post-Effective
Amendment No. 1
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, as amended
Amendment No. 1 [X]
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC.
(Exact name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 723-9218
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
Christina T. Sydor
Secretary
388 Greenwich Street New York, New York 10013
(Name and Address of Agent for Service)
copies to:
Burton M. Leibert, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
Approximate Date of Proposed Public Offering:
As soon as possible after this Post-Effective Amendment
becomes effective.
It is proposed that this filing become effective:
__X___ Immediately upon filing pursuant to Rule 485(b)
_____ on [ ], 1996 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 ended May
31, 1996 will be filed on July 31, 1996.
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND INC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC.
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A Cash Portfolio
Item No. Government Portfolio
Municipal Portfolio
Prospectus Heading
1. Cover Page..........................................
Cover Page
2. Synopsis.............................................
Fee Table
3. Condensed Financial Information...............
Not Applicable
4. General Description of Registrant..............
Cover Page; Investment
Objectives and Policies;
Yield Information;
Additional
Information
5. Management of the Fund.........................
Introduction; Fee Table;
Management of the Fund;
Distributor
6. Capital Stock and Other Securities.............
Dividends, Automatic
Reinvestment and Taxes;
Additional Information
7. Purchase of Securities Being Offered..........
Purchase of Shares; Valuation
of Shares
8. Redemption or Repurchase.......................
Redemption of Shares
9. Pending Legal Proceedings......................
Not applicable
Part B Cash Portfolio
Item No. Government Portfolio
Municipal Portfolio
Heading in Statement of
Additional Information
10. Cover Page..........................................
Cover Page
11. Table of Contents...................................
Table of Contents
12. General Information and History................
Management Agreement, Plan of
Distribution and Other
Services; See
Prospectus Cover Page,
and
Additional Information
13. Investment Objectives and Policies..............
Investment Objectives and Policies
14. Management of the Fund..........................
Management Agreement, Plan of
Distribution and Other
Services; See
Prospectus Management of
the Fund
15. Control Persons and Principal Holders
of Securities..........................................
Management Agreement, Plan of
Distribution and Other
Services; See
Prospectus Management of
the Fund
16. Investment Advisory and Other Services.......
Management Agreement, Plan of
Distribution and Other
Services; Custodian
Transfer Agent and
Dividend Disbursing
Agent; See Prospectus
Management of the
Fund, Distributor and
Additional
Information
17. Brokerage Allocation and Other Practices......
Investment Objectives; Management
Agreement, Plan of
Distribution and
Other Services
18. Capital Stock and Other Securities...............
See Prospectus Purchase of Shares;
Redemption of Shares;
and Dividends,
Automatic Reinvestment
and Taxes
19. Purchase, Redemption and Pricing
Securities Being Purchased.........................
Determination of Net Asset Value; See
Prospectus: Purchase of
Shares;
Redemption of Shares;
Valuation
of Shares
20. Tax Status.............................................
See Prospectus- Dividends, Automatic
Reinvestment and Taxes
21. Underwriters.........................................
See Prospectus-- Purchase of Shares
22. Calculation of Performance Date.................
Yield Information; See Prospectus
Yield Information
23. Financial Statements................................
Statement of Assets and Liabilities
PART A
PROSPECTUS
The Prospectuses dated June 21, 1995 for the
Institutional Cash Management Fund, Inc., Classes A and B
filed with Pre-Effective Amendment No. 1 to the Funds
Registration Statement on Form N-1A, are incorporated in
their entirety by reference.
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC. (the
Fund)
SUPPLEMENT DATED JUNE 10, 1996 TO PROSPECTUS DATED JUNE 21,
1995 OF CLASS A SHARES OF THE FUND
The Prospectus of the Fund dated June 21, 1995 is
hereby incorporated by reference in its entirety.
The following information supplements, and to the
extent inconsistent therewith, supersedes the information
set forth in the Prospectus dated June 21, 1995 of the Fund
THE FUNDS EXPENSES
The following expense table lists the costs and
estimated expenses that an investor will incur either
directly or indirectly as a shareholder of the Fund, based
on the maximum sales charge or maximum CDSC that may be
incurred at the time of purchase or redemption:
Cash Government
Municipal
Portfolio Portfolio Portfolio
Shareholder Transaction Expenses
Maximum sales charge imposed on purchases
(as a percentage of offering price) None
None None
Maximum CDSC (as a percentage of original
cost or redemption proceeds, whichever is lower) None
None None
Annual Fund Operating Expenses
(as a percentage of offering price)
Management Fees 0.27% 0.27%
0.27%
12b-1 Fees 0.00 0.00
0.00
Other Expenses* 0.13 0.51
0.64
Total Fund Operating Expenses 0.40% 0.78%
0.91%
* The Manager has waived a portion of its management fees.
After taking effect of the waiver, the total fund operating
expenses for the period ended November 30, 1995 equalled
0.13%, 0.51% and 0.64%, for Cash Portfolio, Government
Portfolio and Municipal Portfolio, respectively.
Example
The following example is intended to assists an
investor in understanding the various costs that an investor
in the Fund will bear directly or indirectly. The example
assumes payment by the Fund of operating expenses at the
levels set forth in the table above. See Purchase of
Shares, Redemption of Shares and Management of the
Fund.
1 Year 3 Years
An investor would pay the following expenses on a $1,000
investment, assuming (1) 5.00% annual return and (2)
redemption at the end of each time period:
Cash Portfolio 4 13
Government Portfolio 8
25
Municipal Portfolio 9 29
FINANCIAL HIGHLIGHTS
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:
Cash Portfolio 1995(1)
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NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00
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Net investment income (2)
0.026
Dividends from net investment income
(0.026)
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NET ASSET VALUE, END OF PERIOD $ 1.00
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TOTAL RETURN++ 2.67%
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NET ASSETS, END OF PERIOD (000S) $188,205
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RATIOS TO AVERAGE NET ASSETS+:
Expenses (2) 0.13%
Net investment income 5.72
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(1) For the period from June 16, 1995 (commencement of
operations) to November 30, 1995 (unaudited).
(2) The Manager has waived part of its fees, for the
Portfolio, for the period ended November 30, 1995. If the
Manager had not agreed to the fee waiver, the per share
decrease in net investment income and the ratio of
expensesto average net assets would have been:
Per Share
Decrease in Net
Expense Ratio
Investment Income Without Fee Waiver
1995 1995
Cash Portfolio $0.001
0.40%+
++ Total return is not annualized, as it may not be
representative of the total return for the year.
+ Annualized.
FINANCIAL HIGHLIGHTS
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:
Government Portfolio 1995(1)
Net Asset Value, Beginning of Period
$ 1.00
Net investment income (2)
0.026
Dividends from net investment income
(0.026)
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NET ASSET VALUE, END OF PERIOD $ 1.00
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TOTAL RETURN++ 2.64%
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NET ASSETS, END OF PERIOD (000s) $28,725
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RATIOS TO AVERAGE NET ASSETS+:
Expenses (2) 0.13%
Net investment income 5.63
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(1) For the period from June 16, 1995 (commencement of
operations) to November 30, 1995 (unaudited).
(2) The Manager has waived all of its fees, for the
Portfolio, for the period ended November 30, 1995. In
addition, the Manager has agreed to reimburse the Portfolio
for $29,184 in expenses. If the Manager had not agreed to
the fee waiver and the expense reimbursement, the per share
decrease in net investment income and the ratio of expenses
to average net assets would have been:
Per Share Expense
Ratio
Decrease in Net
Without Fee Waiver
Investment Income
and Reimbursement
1995 1995
Government Portfolio $0.003
0.78%+
++ Total return is not annualized, as it may not be
representative of the total return for the year.
+ Annualized.
FINANCIAL HIGHLIGHTS
FOR A SHARE OF EACH CLASS OF CAPITAL STOCK OUTSTANDING
THROUGHOUT THE PERIOD:
Municipal Portfolio 1995(1)
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00
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Net investment income (2)
0.017
Dividends from net investment income
(0.017)
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NET ASSET VALUE, END OF PERIOD $ 1.00
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TOTAL RETURN++ 1.75%
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NET ASSETS, END OF PERIOD (000s) $37,612
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RATIOS TO AVERAGE NET ASSETS+:
Expenses (2) 0.13%
Net investment income 3.78
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(1) For the period from June 16, 1995 (commencement of
operations) to November 30, 1995 (unaudited).
(2) The Manager has waived all of its fees, for the
Portfolio, for the period ended November 30, 1995. In
addition, the Manager has agreed to reimburse the Portfolio
for $25,328 in expenses. If the Manager had not agreed to
the fee waiver and the expense reimbursement, the per share
decrease in net investment income and the ratio of expenses
to average net assets would have been:
Per Share Expense
Ratio
Decrease in Net
Without Fee Waiver
Investment Income
and Reimbursement
1995 1995
Municipal Portfolio $0.003
0.91%+
++ Total return is not annualized, as it may not be
representative of the total return for the year.
+ Annualized.
PART B
STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information dated June 21,
1995 filed with Pre-Effective Amendment No. 1 to the Funds
Registration Statement on Form N-1A, is incorporated in its
entirety by reference.
FINANCIAL STATEMENTS
The Registrants Semi--Annual Reports for the period
ended November 30, 1995, which was filed pursuant to Rule
30b-2 of the 1933 Act on February 2, 1996 as accession
number 91155-96-00044, is incorporated by reference in its
entirety.
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC.
PART C
OTHER INFORMATION
Item 24.
Financial Statements and Exhibits
(a) Financial Statements:
Included in Part A:
Financial Highlights
Included in Part B:
Interim financial statements for the period ended
November 30, 1995
(b) Exhibits
All references are to the Registrants registration
statement on Form N-1A (the Registration Statement) as
filed with the SEC on April 5, 1995 (File Nos. 33-90952 and
811-9012)
Exhibit No. Description of Exhibits
(1) Articles of Incorporation of Registrant
(incorporated by reference
to the Funds Registration Statement
(2) By-Laws of Registrant are incorporated
by reference to
Pre-Effective Amendment No. 1 to the
Registration Statement
filed on June 19, 1995 (Pre-Effective
Amendment No. 1)
(3) Not applicable
(4) Specimen Stock Certificate
(5) Investment Advisory Agreement between
the Registrant and Smith
Barney Mutual Funds Management Inc. is
incorporated by
reference to Pre-Effective Amendment No.
1
(6) Distribution Agreement between the
Registrant and Smith Barney Inc.
is incorporated by reference to Pre-
Effective Amendment No. 1
(7) Not applicable
(8) Custody Agreement between the Registrant
and PNC Bank,
National Association is incorporated by
reference to Pre-Effective
Amendment No 1
(9) Form of Transfer Agency Agreement
between the Registrant and
First Data Investor Services, Group Inc.
(formerly The Shareholder
Services Group, Inc.) is incorporated by
reference to Pre-Effective
Amendment No. 1
(10)(a) Opinion and consent of Willkie Farr
& Gallagher is incorporated by
reference to Pre-Effective Amendment No.
1
(b) Opinion and consent of Venable,
Baetjer & Howard is incorporated by
reference to Pre-Effective Amendment No.
1.
(11) Not applicable
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15) Distribution and Service Plan under Rule
12b-1 is incorporated by
reference to Pre-Effective Amendment No.
1
(16) Performance Data
(17) Financial Data Schedule
(18) Plan pursuant to Rule 18f-3 will be
filed by amendment
Item 25. Persons Controlled by or Under Common Control with
Registrant
None
Item 26. Number of Holders of Securities
Title of Series Number of
Record Holders
as of June 7, 1996
The Cash Portfolio
Class A 45
Class B 1
The Government Portfolio
Class A 23
Class B 1
The Municipal Portfolio
Class A 15
Class B 1
Item 27. Indemnification
The response to this item is incorporated by reference to
Registrant's Pre-Effective Amendment No. 1 to the
Registration Statement.
Item 28. Business and Other Connections of the Investment
Advisers
Investment Adviser - - Smith Barney Mutual Funds Management
Inc. ("SBMFM")
SBMFM, formerly known as Smith, Barney Advisers, Inc. SBMFM
was incorporated in December 1968 under the laws of the
State of Delaware. SBMFM is a wholly owned subsidiary of
Smith Barney Holdings Inc. ("Holdings") (formerly known as
Smith Barney Shearson Holdings Inc.), which in turn is a
wholly owned subsidiary of Travelers Group 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 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 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 Aggressive Growth Fund Inc.,
Smith Barney Appreciation Fund Inc., Smith Barney Principal
Return Fund, Smith Barney Managed Governments Fund Inc.,
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., 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 Holdings. On
June 1, 1994, Smith Barney changed its name from Smith
Barney Shearson 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).
Item 30 . Location of Accounts and Records
(1) Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
(2) Smith Barney Institutional Cash Management
Fund, Inc.
388 Greenwich Street
New York, New York 10013
(3) Smith Barney Mutual Funds Management Inc.
388 Greenwich Street
New York, New York 10013
(4) PNC Bank, National Association
17th and Chestnut Streets
Philadelphia, PA 19103
(6) First Data Investor Services Group
One Exchange Place
Boston, Massachusetts 02109
Item 31. Management Services
Not applicable
Item 32. Undertakings
(a) Registrant undertakes to submit (I) the
election of its trustees; (ii) approval of the investment
Advisory Agreement between Registrant and Smith Barney
relating to each of its funds (each, a Fund and
collectively, the Funds); (iii) approval of the
Shareholder Servicing Plan and (iv) selection of independent
auditors, to a vote at the initial meeting of shareholders
of each Fund held by Registrant, which meetings Registrant
undertakes to hold within 16 months of the effective date of
the Registration Statement.
(b) Registrant undertakes to call a meeting of
its shareholders for the purpose of voting upon the question
of removal of a trustee or trustees of Registrant when
requested in writing to do so by the holders of at least 10%
of Registrants 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.
SIGNATURES
As required by the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended,
Registrant has duly caused this Post-Effective Amendment No.
1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 10th day of June,
1996.
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT
FUND, INC.
By: /s/ Heath B.
McLendon
Heath B. McLendon
Chairman of the Board
(Chief Executive Officer)
As required by the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A 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 and
Heath B. McLendon Director (Chief Executive
Officer June 10, 1996
/s/ Jessica Bibliowicz President and
Director
Jessica Bibliowicz
June 10, 1996
/s/ Lewis E. Daidone Senior Vice
President and
Lewis E. Daidone Treasurer (Chief
Financial and
Accounting Officer) June
10, 1996
/s/ Paul R. Ades* Director
June 10, 1996
Paul R. Ades
/s/ Herbert Barg* Director
June 10, 1996
Herbert Barg
/s/ Alger B. Chapman* Director
June 10, 1996
Alger B. Chapman
/s/ Dwight B. Crane* Director
June 10, 1996
Dwight B. Crane
/s/ Frank G. Hubbard* Director
June 10, 1996
Frank G. Hubbard
/s/ Allan R. Johnson* Director
June 10, 1996
Allan R. Johnson
/s/ Ken Miller* Director
June 10, 1996
Ken Miller
/s/ John R. White* Director
June 10, 1996
John R. White
* By: /s/ Robert A. Vegliante
Robert A. Vegliante
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
Cover Letter
