As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 33-90952
811-9012
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. 3
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED
Amendment No. 3 [X]
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC.
(Exact name of Registrant as Specified in Charter)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices) (Zip Code)
(212) 723-9218
Area Code and Telephone Number
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 will become effective:
X Immediately upon filing pursuant to Rule 485(b)
_____ on _____, 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 was filed on November 26, 1996 .
CALCULATION OF REGISTRATION FEE
Title of Share Proposed
securities Amount Maximum
being being offering
registered registered price per
share
Retirement 1,263,890,914 $1.00
Portfolio-Class A
Government 378,769,977 $1.00
Portfolio-Class A
Municipal 249,124,390 $1.00
Portfolio Class A
During its fiscal year ended May 31, 1996, the Cash Portfolio redeemed
1,263,890,914 Class A shares of common shares. During its current fiscal year,
the fund did not use any Class A shares of the Cash Portfolio it redeemed
during its fiscal year ended May 31, 1996, for a reduction pursuant to Rule
24f-2(c).
During its current fiscal year, the fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
During its fiscal year ended May 31, 1996, the Government Portfolio redeemed
378,769,977 Class A shares of common shares. During its current fiscal year,
the fund did not use any Class A shares of the Government Portfolio it
redeemed during its fiscal year ended May 31, 1996, for a reduction pursuant
to Rule 24f-2(c).
During its current fiscal year, the fund filed no other post-effective
amendments for the purpose of reduction pursuant to Rule 24e-2(a).
During its fiscal year ended May 31, 1996 the Municipal Portfolio redeemed
249,124,390 Class A shares of common shares. During its current fiscal year
the fund did not use any class A shares of the Municipal Portfolio it redeemed
during its fiscal year ended May 31, 1996 for a reduction pursuant to Rule
24f-2(c)
During its current fiscal year, the fund filed no other post-effective
amendments for the purpose of the reduction to Rule 24e-2(a).
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
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............... Financial
Highlights
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;
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 of
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 Data................. Yield Information;
See Prospectus
"Yield Information",
"Performance Data"
23. Financial Statements................................ Statement of
Assets and Liabilities
PART A
Part A to Post -Effective Amendment No. 2 which was filed with the Securities
and Exchange Commission on behalf of the Registrant on September 27, 1996 is
hereby incorporated by reference in its entirety.
PART B
Part B to Post-Effective Amendment No. 2 which was filed with the Securities
and Exchange Commission on behalf of the Registrant on September 27,1996 is
hereby 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:
The Registrant's Annual Reports for the fiscal year ended May 31, 1996,
including the Report of Independent Accountants dated July 17, 1996,
which was filed pursuant to Rule 30b-2 of the 1933 Act on July 30, 1996
as Accession number 91155-96-000297, is incorporated by reference in its
entirety.
Included in Part C:
Consent of Independent Accountants are incorporated by reference to
Post-Effective Amendment No. 2 to the Registration Statement filed on
September 27,1996("Post- Effective Amendment No. 2)
(b) Exhibits
All references are to the Registrant's 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 are
incorporated by
reference to the Fund's 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) Consent of KPMG Peat Marwick LLP is incorporated
by reference to Post-Effective Amendment No. 2
(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 is incorporated by
reference to the Post -Effective Amendment No.2
(18) Form of Rule 18f-3(d) Multiple Class Plan of the
Registrant is incorporated by reference to the Post-
Effective Amendment No. 2
Item 25. Persons Controlled by or Under Common Control with Registrant
None
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Series as of January 31, 1997
The Cash Portfolio
Class A
75
Class B 1
The Government Portfolio
Class A 38
Class B 1
The Municipal Portfolio
Class A 13
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., 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 California Municipals Fund
Inc., Smith Barney Massachusetts Municipals Fund, Smith Barney Aggressive
Growth Fund Inc., Smith Barney Appreciation Fund Inc., Smith Barney Concert
Series 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 Natural Resources 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 Investment Trust, Smith Barney Adjustable Rate Government
Income 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) None
Rule 485(b) Certification
The Registrant hereby certifies that it meets all of the requirements
for effectiveness pursuant to Rule 485(b) under the Securities Act of
1933, as amended.
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. 3 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 28th day of February, 1997 .
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. 3 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)
February 27, 1997
/s/ Jessica Bibliowicz
Jessica Bibliowicz President and Director
February 27, 1997
/s/ Lewis E. Daidone Senior Vice President and
Lewis E. Daidone Treasurer (Chief Financial and
Accounting Officer
February 27,1997
Signature Title Date
/s/ Paul R. Ades* Director February 27,1997
Paul R. Ades
/s/ Herbert Barg* Director February 27,1997
Herbert Barg
/s/ Alger B. Chapman* Director February 27, 1997
Alger B. Chapman
/s/ Dwight B. Crane* Director February 27, 1997
Dwight B. Crane
/s/ Frank G. Hubbard* Director February 27, 1997
Frank G. Hubbard
/s/ Jerome Miller* Director February 27, 1997
Jerome Miller
/s/ Ken Miller* Director February 27, 1997
Ken Miller
/s/ John R. White* Director February 27,1997
John R. White
* By: /s/ Heath B. McLendon
Heath B. McLendon
Attorney-in-Fact
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