-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUll1skf7kcD5o8cKMsbBBJfaxpDYhBgRHdtZD9Io1PdXnli13lVuxlh3OJb1X52 VvVBq4mGAU85clUxdCO1Wg== 0000091155-95-000461.txt : 19951226 0000091155-95-000461.hdr.sgml : 19951226 ACCESSION NUMBER: 0000091155-95-000461 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951222 EFFECTIVENESS DATE: 19951222 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH BARNEY APPRECIATION FUND INC CENTRAL INDEX KEY: 0000089558 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132653031 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-34576 FILM NUMBER: 95603935 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01940 FILM NUMBER: 95603872 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 6175731332 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON APPRECIATION FUND INC DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS APPRECIATION FUND INC DATE OF NAME CHANGE: 19930326 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN APPRECIATION FUND INC/MD/ DATE OF NAME CHANGE: 19930326 485BPOS 1 Registration Nos. 2-34576 811-1940 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. 40 X REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X Amendment No. 27 X SMITH BARNEY APPRECIATION 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 (Registrant's telephone number, including Area Code) Christina T. Sydor Secretary Smith Barney Appreciation Fund Inc. 388 Greenwich Street New York, New York 10013 (22nd Floor) (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: X immediately upon filing pursuant to Rule 485(b) on ________ pursuant to Rule 485(b) 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. Registrant's Rule 24f-2 Notice for the fiscal year ended December 31, 1994 was filed on February 23, 1995. SMITH BARNEY APPRECIATION FUND INC. 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. Condensed Financial Information Financial Highlights 4. General Description of Registrant Cover Page; Prospectus Summary; Investment Objective and Management Policies; Additional Information; Annual Report 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 Valuation of Shares; Purchase of Shares; Exchange Privilege; Redemption of Shares; Minimum Account Size; Distributor 8. Redemption or Repurchase Purchase of Shares; Redemption of Shares; Exchange Privilege 9. Legal Proceedings Not Applicable Part B Statement of Item No. Additional Information Caption 10. Cover Cover Page 11. Table of Contents Table of Contents 12. General Information Distributor; Additional Information 13. Investment Objective and Policies Investment Objective and Management Policies 14. Management of the Fund Management of the Fund; Distributor 15. Control Persons and Principal Management of the Fund Holders of Securities 16. Investment Advisory and Other Services Management of the Fund; Distributor 17. Brokerage Allocation Investment Objective and Management Policies 18. Capital Stock and Other Securities Purchase of Shares; Redemption of Shares; Taxes 19. Purchase, Redemption and Pricing of Valuation of Shares; Purchase of Shares; Securities Being Offered Exchange Privilege; Redemption of Shares Distributor 20. Tax Status Taxes 21. Underwriters Distributor 22. Calculation of Performance Data Performance Data 23. Financial Statements Financial Statements SMITH BARNEY APPRECIATION FUND INC. PART A Part A of the Registration Statement is incorporated by reference to Part A of Post-Effective Amendment No. 39 to the Registration Statement as filed with the SEC on July 3, 1995 as Accession # 91155-95-186 ("Post-Effective Amendment No. 39"). SMITH BARNEY APPRECIATION FUND INC. PART B Part B of the Registration Statement is incorporated by reference to Part B of Post-Effective Amendment No. 39. SMITH BARNEY APPRECIATION FUND INC. PART C Item 24. Financial Statements and Exhibits (a) Financial Statements: Included in Part A: Financial Highlights are incorporated by reference to Part A of Post-Effective Amendment No. 39. Included in Part B: The Registrant's Annual Report for the year ended December 31, 1994 and the Report of Independent Accountants are incorporated by reference to the Definitive 30b-1 filed on February 27, 1995 as Accession # 0000053798-95-000097. Included in Part C: Consent of Independent Accountants is incorporated by reference to Post-Effective Amendment No. 39. (b) Exhibits Exhibit No. Description of Exhibits All references are to the Registrant's Registration Statement on Form N-8B-1 (the "Registration Statement") as filed with the SEC on September 9, 1969 and Form N-1A File No. 2-34576 and 811-1940. (1)(a) Registrant's Articles of Incorporation, Articles of Amendment and Articles Supplementary dated August 25, 1969, May 9, 1983, August 26, 1987, July 20, 1989, November 2, 1992, and July 30, 1993, respectively, are incorporated by reference to Post-Effective Amendment No. 34 filed on December 29, 1993 ("Post-Effective Amendment No. 34"). (b) Registrant's Articles of Amendment dated October 14, 1994, Form of Articles Supplementary dated November 7, 1994 and Form of Articles of Amendment dated November 7, 1993 are incorporated by reference to Post-Effective Amendment No. 37 filed on November 7, 1994 ("Post-Effective Amendment No. 37"). (2)(a) Registrant's By-Laws are incorporated by reference to the Registration Statement. (b) Amendment to Registrant's By-Laws are incorporated by reference to Post-Effective Amendment No. 24 filed on February 29, 1988. (c) Amendment to Registrant's By-Laws dated January 24, 1987 and October 21, 1987 are incorporated by reference to Post-Effective Amendment No. 26. (3) Not Applicable. (4)(a) Registrant's form of stock certificate is incorporated by reference to Post-Effective Amendment No. 31 filed November 6, 1992 ("Post- Effective Amendment No. 31"). (5) Investment Advisory Agreement between the Registrant and Smith Barney Shearson Asset Management, dated July 30, 1993, is incorporated by reference to Post-Effective Amendment No. 34. (6)(a) Distribution Agreement between the Registrant and Smith Barney Shearson Inc., dated July 30, 1993, is incorporated by reference to Post- Effective Amendment No. 34. (b) Form of Distribution Agreement between the Registrant and PFS Distributors is incorporated by reference to Post-Effective Amendment No. 39. (7) Not Applicable. (8) Form of Custodian Agreement between the Registrant and PNC Bank, National Association is incorporated by reference to Post-Effective No. 39. (9)(a) Administration Agreement between the Registrant and Smith, Barney Advisers, Inc. dated April 20, 1994, is incorporated by reference to Post-Effective Amendment No. 35 filed on July 1, 1994 ("Post-Effective Amendment No. 35"). (b) Transfer Agency Agreement between the Registrant and The Shareholder Services Group, Inc., dated April 20, 1993, is incorporated by reference to Post-Effective Amendment No. 35. (d) Form of Sub-Transfer Agency Agreement between the Registrant and PFS Shareholder Services is incorporated by reference to Post-Effective Amendment No. 39. (10) Opinion of Counsel regarding shares registered pursuant to Rule 24e-2 is incorporated by reference to Post-Effective Amendment No. 38 filed on February 28, 1995 ("Post-Effective Amendment No. 38"). (11)(a) Consent of Coopers & Lybrand L.L.P. is incorporated by reference to Post-Effective Amendment No. 39. (b) Consent of KPMG Peat Marwick LLP is incorporated by reference to Post-Effective Amendment No. 39. (12) Not Applicable. (13) Not Applicable. (14) Not Applicable. (15) Amended Services and Distribution Plan pursuant to Rule 12b-1 between the Registrant and Smith Barney Inc., dated November 7, 1994, is incorporated by reference to Post-Effective Amendment No. 37. (16) Performance Data is incorporated by reference to Post-Effective Amendment No. 26. (17) Not Applicable. (18) Form of Rule 18f-3(d) Multiple Class Plan of the Registrant 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 Holders Title of Class by Class as of December 15, 1995 Common stock, par Class A 165,264 value $.001 per share Class B 96,767 Class C 1,257 Class Z 18 Item 27. Indemnification Response to this item is incorporated by reference to Post-Effective Amendment No. 38. 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") SBMFM, through its predecessors, has been in the investment counseling business since 1934 and was incorporated in December 1968 under the laws of the State of Delaware. SBMFM 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 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 the officer and directors of SBMFM together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officer 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 (a) 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 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 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 Shearson Holdings Inc.), which in turn is a wholly owned subsidiary of Travelers Group Inc. (formerly known as Primerica Corporation) ("Travelers"). 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). (b) PFS Distributors ("PFS") currently acts as distributor for: Common Sense Growth; Common Sense Growth/Income; Common Sense Government; Common Sense Money Market; Common Sense Municipal Bond; CSII Aggressive Opportunity - A; CSII Aggressive Opportunity - B; CSII Growth - A; CSII Growth - B; CSII Growth/Income - A; CSII Growth/Income - B; CSII Government - A; CSII Government - B; CSII Emerging Growth - A; CSII Emerging Growth - B; CSII International Equity - A; and CSII International Equity - B. On May 8, 1995, PFS changed its name from Common Sense Distributors to PFS Distributors, its current name. The information required by this Item 29 with respect to each director, officer and partner of PFS is incorporated by reference to Schedule A of FORM BD, filed by PFS pursuant to the Securities Exchange Act of 1934 (SEC File No. 8-37352). Item 30. Location of Accounts and Records (1) Smith Barney Appreciation Fund Inc. 3100 Breckenridge Blvd. Bldg. 200 Duluth, Georgia 30199-0062 (2) Smith Barney Mutual Funds Management Inc. 388 Greenwich Street New York, New York 10013 (3) PFS Shareholder Services 3100 Breckenridge Blvd. Bldg. 200 Duluth, Georgia 30199-0062 (4) PNC Bank, National Association 17th & Chestnut Streets Philadelphia, PA 19103 (5) First Data Investor Services Group, Inc. One Boston Place Boston, Massachusetts 02109 Item 31. Management Services None Item 32. Undertakings 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 Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant, SMITH BARNEY APPRECIATION FUND INC., 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 New York, State of New York on the 20th day of December, 1995 . SMITH BARNEY APPRECIATION FUND INC. By: /s/ Heath B. McLendon Heath B. McLendon, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement and the above Power of Attorney has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Heath B. McLendon Director, Chairman of the Board 12/20/95 Heath B. McLendon /s/ Lewis E. Daidone Senior Vice President and 12/20/95 Lewis E. Daidone Treasurer (Chief Financial and Accounting Officer) /s/ Alfred J. Bianchetti Director 12/20/95 Alfred J. Bianchetti /s/ Herbert Barg Director 12/20/95 Herbert Barg /s/ Martin Brody Director 12/20/95 Martin Brody Signature Title Date /s/ Burt N. Dorsett Director 12/20/95 Burt N. Dorsett /s/ Dwight B. Crane Director 12/20/95 Dwight B. Crane /s/ Elliott S. Jaffe Director 12/20/95 Elliott S. Jaffe /s/ Stephen E. Kaufman Director 12/20/95 Stephen E. Kaufman /s/ Joseph J. McCann Director 06/30/95 Joseph J. McCann /s/ Cornelius C. Rose, Jr. Director 12/20/95 Cornelius C. Rose EX-18 2 EXHIBIT 18 Rule 18f-3 (d) Multiple Class Plan for Smith Barney Mutual Funds Introduction This plan (the "Plan") is adopted pursuant to Rule 18f-3 (d) of the Investment Company Act of 1940, as amended (the "1940 Act"). The purpose of the Plan is to restate the existing arrangements previously approved by the Boards of Directors and Trustees of certain of the open-end investment companies set forth on Schedule A (the "Funds" and each a "Fund") distributed by Smith Barney Inc. ("Smith Barney") under the Funds' existing order of exemption (Investment Company Act Release Nos. 20042 (January 28, 1994) (notice) and 20090 (February 23, 1994)). Shares of the Funds are distributed pursuant to a system (the "Multiple Class System") in which each class of shares (a "Class") of a Fund represents a pro rata interest in the same portfolio of investments of the Fund and differs only to the extent outlined below. I. Distribution Arrangements and Service Fees One or more Classes of shares of the Funds are offered for purchase by investors with the following sales load structure. In addition, pursuant to Rule 12b-1 under the 1940 Act (the "Rule"), the Funds have each adopted a plan (the "Services and Distribution Plan") under which shares of the Classes are subject to the services and distribution fees described below. 1. Class A Shares Class A shares are offered with a front-end sales load and under the Services and Distribution Plan are subject to a service fee of up to 0.25% of average daily net assets. In addition, the Funds are permitted to asses a contingent deferred sales charge ("CDSC") on certain redemptions of Class A shares sold pursuant to a complete waiver of front-end sales loads applicable to large purchases, if the shares are redeemed within one year of the date of purchase. This waiver applies to sales of Class A shares where the amount of purchase is equal to or exceeds $500,000 although this amount may be changed in the future. 2. Class B Shares Class B shares are offered without a front-end sales load, but are subject to a five-year declining CDSC and under the Services and Distribution Plan are subject to a service fee at an annual rate of up to 0.25% of average daily net assets and a distribution fee at an annual rate of up to 0.75% of average daily net assets. 3. Class C Shares Class C shares are offered without a front-end load, but are subject to a one-year CDSC and under the Services and Distribution Plan are subject to a service fee at an annual rate of up to 0.25% of average daily net assets and a distribution fee at an annual rate of up to 0.75% of average daily net assets. Unlike Class B shares, Class C shares do not have the conversion feature as discussed below and accordingly, these shares are subject to a distribution fee for an indefinite period of time. The Funds reserve the right to impose these fees at such higher rates as may be determined. 4. Class Y Shares Class Y shares are offered without impositions of either a sales charge or a service or distribution fee for investments where the amount of purchase is equal to or exceeds $5 million. 5. Class Z Shares Class Z shares are offered without imposition of either a sales charge or a service or distribution fee for purchase (i) by employee benefit and retirement plans of Smith Barney and its affiliates, (ii) by certain unit investment trusts sponsored by Smith Barney and its affiliates, and (iii) although not currently authorized by the governing boards of the Funds, when and if authorized, (x) by employees of Smith Barney and its affiliates and (y) by directors, general partners or trustees of any investment company for which Smith Barney serves as a distributor and, for each of (x) and (y), their spouses and minor children. 6. Additional Classes of Shares The Boards of Directors and Trustees of the Funds have the authority to create additional classes, or change existing Classes, from time to time, in accordance with Rule 18f-3 of the 1940 Act. II. Expense Allocations Under the Multiple Class System, all expenses incurred by a Fund are allocated among the various Classes of shares based on the net assets of the Fund attributable to each Class, except that each Class's net assets value and expenses reflect the expenses associated with that Class under the Fund's Services and Distribution Plan, including any costs associated with obtaining shareholder approval of the Services and Distribution Plan (or an amendment thereto) and any expenses specific to that Class. Such expenses are limited to the following: (I) transfer agency fees as identified by the transfer agent as being attributable to a specific Class; (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxies to current shareholders; (iii) Blue Sky registration fees incurred by a Class of shares; (iv) Securities and Exchange Commission registration fees incurred by a Class of shares; (v) the expense of administrative personnel and services as required to support the shareholders of a specific Class; (vi) litigation or other legal expenses relating solely to one Class of shares; and (vii) fees of members of the governing boards of the funds incurred as a result of issues relating to one Class of shares. Pursuant to the Multiple Class System, expenses of a Fund allocated to a particular Class of shares of that Fund are borne on a pro rata basis by each outstanding share of that Class. III. Conversion Rights of Class B Shares All Class B shares of each Fund will automatically convert to Class A shares after a certain holding period, expected to be, in most cases, approximately eight years but may be shorter. Upon the expiration of the holding period, Class B shares (except those purchases through the reinvestment of dividends and other distributions paid in respect of Class B shares) will automatically convert to Class A shares of the Fund at the relative net asset value of each of the Classes, and will, as a result, thereafter be subject to the lower fee under the Services and Distribution Plan. For purposes of calculating the holding period required for conversion, newly created Class B shares issued after the date of implementation of the Multiple Class System are deemed to have been issued on (i) the date on which the issuance of the Class B shares occurred or (ii) for Class B shares obtained through an exchange, or a series of exchanges, the date on which the issuance of the original Class B shares occurred. Shares purchased through the reinvestment of dividends and other distributions paid in respect of Class B shares are also Class B shares. However, for purposes of conversion to Class A, all Class B shares in a shareholder's Fund account that were purchased through the reinvestment of dividends and other distributions paid in respect of Class B shares (and that have not converted to Class A shares as provided in the following sentence) are considered to be held in a separate sub- account. Each time any Class B shares in the shareholder's Fund account (other than those in the sub-account referred to in the preceding sentence) convert to Class A, a pro rata portion of the Class B shares then in the sub-account also converts to Class A. The portion is determined by the ratio that the shareholder's Class B shares converting to Class A bears to the shareholder's total Class B shares not acquired through dividends and distributions. The conversion of Class B shares to Class A shares is subject to the continuing availability of a ruling of the Internal Revenue Service that payment of different dividends on Class A and Class B shares does not result in the Fund's dividends or distributions constituting "preferential dividends" under the Internal Revenue Code of 1986, as amended (the "Code"), and the continuing availability of an opinion of counsel to the effect that the conversion of shares does not constitute a taxable event under the Code. The conversion of Class B shares to Class A shares may be suspended if this opinion is no longer available, In the event that conversion of Class B shares of not occur, Class B shares would continue to be subject to the distribution fee and any incrementally higher transfer agency costs attending the Class B shares for an indefinite period. IV. Exchange Privileges Shareholders of a Fund may exchange their shares at net asset value for shares of the same Class in certain other of the Smith Barney Mutual Funds as set forth in the prospectus for such Fund. Class A shareholders who wish to exchange all or part of their shares for Class A shares of a Fund sold subject to a sales charge equal to or lower that that assessed with respect to the shares of the Fund being exchanged may do so without paying a sales charge. Class A shareholders of a Fund who wish to exchange all or part of their shares for Class A shares of a Fund sold subject to a sales charge higher than that assessed with respect to the shares of the Fund being exchanged are charged the appropriate "sales charge differential." Funds only permit exchanges into shares of money market funds having a plan under the Rule if, as permitted by paragraph (b) (5) of Rule 11a-3 under the 1940 Act, either (i) the time period during which the shares of the money market funds are held is included in the calculations of the CDSC or (ii) the time period is not included but the amount of the CDSC is reduced by the amount of any payments made under a plan adopted pursuant to the Rule by the money market funds with respects to those shares. Currently, the Funds include the time period during which shares of the money market fund are held in the CDSC period. The exchange privileges applicable to all Classes of shares must comply with Rule 11a-3 under the 1940 Act. Smith Barney Sponsored Investment Companies Operating under Rule 18f-3 - Schedule A (as of August 25, 1995) Smith Barney Adjustable Rate Government Income Fund Smith Barney Aggressive Growth Fund Inc. Smith Barney Appreciation Fund Inc. Smith Barney Arizona Municipals Fund Inc. Smith Barney California Municipals Fund Smith Barney Equity Funds - Smith Barney Strategic Investors Fund Smith Barney Growth and Income Fund Smith Barney Florida Municipals Fund Smith Barney Fundamental Value Fund Inc. Smith Barney Funds, Inc. - Income and Growth Portfolio Utilities Portfolio Income Return Account Portfolio Monthly Payment Government Portfolio Short-Term U.S. Treasury Securities Portfolio U.S. Government Securities Portfolio Smith Barney Income Funds - Smith Barney Premium Total Return Fund Smith Barney Convertible Fund Smith Barney Diversified Strategic Income Fund Smith Barney High Income Fund Smith Barney Tax-Exempt Income Fund Smith Barney Exchange Reserve Fund Smith Barney Utilities Fund Smith Barney Income Trust - Smith Barney Limited Maturity Municipals Fund Smith Barney Limited Maturity Treasury Fund Smith Barney Intermediate Maturity California Municipals Fund Smith Barney Intermediate Maturity New York Municipals Fund Smith Barney Investment Funds Inc. - Smith Barney Special Equities Fund Smith Barney Government Securities Fund Smith Barney Investment Grade Bond Fund Smith Barney Growth Opportunity Fund Smith Barney Managed Growth Fund Smith Barney Institutional Cash Management Fund Inc. Smith Barney Managed Governments Fund Inc. Smith Barney Managed Municipals Fund Inc. Smith Barney Massachusetts Municipals Fund Smith Barney Money Funds, Inc. - Cash Portfolio Government Portfolio Retirement Portfolio Smith Barney Municipal Money Market Fund, Inc. Smith Barney Muni Funds - California Portfolio California Limited Portfolio California Money Market Portfolio Florida Portfolio Florida Limited Portfolio Georgia Portfolio Limited Term Portfolio National Portfolio New Jersey Portfolio New York Portfolio New York Money Market Portfolio Ohio Portfolio Pennsylvania Portfolio Smith Barney New Jersey Municipals Fund Inc. Smith Barney New York Municipals Fund Inc. Smith Barney Oregon Municipals Fund Smith Barney Precious Metals and Minerals Fund Inc. Smith Barney Telecommunications Trust - Smith Barney Telecommunications Growth Fund Smith Barney Telecommunications Income Fund Smith Barney World Funds, Inc. - International Equity Portfolio International Balanced Portfolio European Portfolio Pacific Portfolio Global Government Bond Portfolio u:\legal\data\18f3plan.txt 08/25/95 1:55 PM -----END PRIVACY-ENHANCED MESSAGE-----