The Florida Portfolio (“Fund”) ,a separate investment fund of the Smith Barney Muni Funds (“Trust”), a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
Notes to Financial Statements (unaudited) (continued)
the Fund’s basis in the contracts.The Fund enters into such contracts typically to hedge a portion of the portfolio. Risks of entering into futures contracts for hedging purposes include the possibility that a change in the value of the contract may not correlate with the changes in the value of the investments hedged. In addition, the purchase of a futures contract involves the risk that the Fund could lose more than the original margin deposit and subsequent payments required for a futures transaction.
(c) Fund Concentration. Since the Fund invests primarily in obligations of issuers within Florida, it is subject to possible concentration risks associated with economic, political, or legal developments or industrial or regional matters specifically affecting Florida.
(d) Investment Transactions and Investment Income. Security transactions are accounted for on trade date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Gains or losses on the sale of securities are calculated by using the specific identification method.
(e) Class Accounting. Class specific expenses are charged to each class; management fees and general fund expenses, income, gains and/or losses are allocated on the basis of relative net assets of each class or on another reasonable basis.
(f ) Federal Income Taxes. It is the Fund policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required.
(g) Exempt-Interest Dividends and Other Distributions. The Fund intends to satisfy conditions that will enable interest from municipal securities,which is exempt from regular Federal income tax and from designate state income taxes, to retain such tax-exempt status when distributed to the shareholders of the Fund. It is the Fund’s policy to distribute dividends monthly. Capital gain distributions, if any, are taxable to shareholders, and are declared and paid at least annually.
2. Management Agreement and Other Transactions
Smith Barney Fund Management LLC (“SBFM”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment manager to the Fund.The
24 Smith Barney Muni Funds | 2004 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
Fund pays SBFM a management fee calculated at an annual rate of 0.50% of the Fund’s average daily net assets.This fee is calculated daily and paid monthly.
During the six months ended September 30, 2004, SBFM waived a portion of its management fee of $15,029.
Citicorp Trust Bank, fsb. (“CTB”), another subsidiary of Citigroup, acts as the Fund’s transfer agent. PFPC Inc. (“PFPC”) acts as the Fund’s sub-transfer agent. CTB receives account fees and asset-based fees that vary according to the size and type of account. PFPC is responsible for shareholder recordkeeping and financial processing for all shareholder accounts and is paid by CTB. For the six months ended September 30, 2004, the Fund paid transfer agent fees of $19,058 to CTB.
Citigroup Global Markets Inc. (“CGM”), another indirect wholly-owned subsidiary of Citigroup, acts as the Fund’s distributor.
On February 2, 2004, the initial sales charges on Class L shares were eliminated. Effective April 29, 2004, Class L shares were renamed Class C shares.
There is a maximum initial sales charge of 4.00% for Class A shares.There is a contingent deferred sales charge (“CDSC”) of 4.50% on Class B shares, which applies if redemption occurs within one year from purchase payment.This CDSC declines by 0.50% the first year after purchase payment and thereafter by 1.00% per year until no CDSC is incurred. Class C shares have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment. In addition, Class A shares also have a 1.00% CDSC, which applies if redemption occurs within one year from purchase payment.This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of Class A shares, equal or exceed $500,000 in the aggregate.These purchases do not incur an initial sales charge.
For the six months ended September 30,2004,CGM received sales charges of approximately $52,000 on sales of the Fund’s Class A shares. In addition, for the six months ended September 30, 2004, CDSCs paid to CGM were approximately:
| Class A | Class B | |
|
|
| |
CDSCs | $8,000 | $40,000 | |
|
|
| |
All officers and one Trustee of the Trust are employees of Citigroup or its affiliates and do not receive compensation from the Fund.
25 Smith Barney Muni Funds | 2004 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
3. Investments
During the six months ended September 30, 2004, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| |
Purchases | | $ 9,555,449 | |
|
|
| |
Sales | | 29,884,548 | |
|
|
| |
At September 30, 2004, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were substantially as follows:
| |
Gross unrealized appreciation | $11,790,439 | |
Gross unrealized depreciation | (2,486,224 | ) |
|
| |
Net unrealized appreciation | $9,304,215 | |
|
| |
At September 30, 2004, the Fund had the following open futures contracts: | |
| | | | | | | | | | |
| Number of | | Expiration | | Basis | | Market | | Unrealized | |
| Contracts | | Date | | Value | | Value | | Loss | |
|
| |
Contracts to Sell: | | | | | | | | | | |
20 Year, 6.000% | | | | | | | | | | |
U.S. Treasury Bond | 700 | | 12/04 | | $76,682,813 | | $78,553,125 | | $(1,870,312) | |
|
| |
4. Class Specific Expenses
Pursuant to a Rule 12b-1 Distribution Plan, the Fund pays a service fee with respect to its Class A, B and C shares calculated at the annual rate of 0.15% of the average daily net assets of each respective class.The Fund also pays a distribution fee with respect to its Class B and C shares calculated at the annual rates of 0.50% and 0.55% of the average daily net assets of each class, respectively. For the six months ended September 30, 2004, total Rule 12b-1 Distribution Plan fees, which are accrued daily and paid monthly, were as follows:
| Class A | | Class B | | Class C | |
|
|
|
|
|
| |
Rule 12b-1 Distribution Plan Fees | $126,214 | | $126,772 | | $69,600 | |
|
|
|
|
|
| |
26 Smith Barney Muni Funds | 2004 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
For the six months ended September 30, 2004, total Transfer Agency Service expenses were as follows:
| Class A | | Class B | | Class C | |
|
|
|
|
|
| |
Transfer Agency Service Expenses | $14,989 | | $4,299 | | $1,768 | |
|
|
|
|
|
| |
| | | | | | |
| | | | | | |
For the six months ended September 30, 2004, total Shareholder Communication | |
expenses were as follows: | | | | | | |
| | | | | | |
| Class A | | Class B | | Class C | |
|
|
|
|
|
| |
Shareholder Communication Expenses | 10,431 | | 4,758 | | 2,013 | |
|
|
|
|
|
| |
5. Distributions Paid to Shareholders by Class | | | |
| | | | |
| Six Months Ended | | Year Ended | |
| September 30, 2004 | | March 31, 2004 | |
|
|
|
| |
Net Investment Income | | | | |
Class A | $4,217,217 | | $8,774,091 | |
Class B | 873,551 | | 2,265,799 | |
Class C | 443,991 | | 917,681 | |
|
|
|
| |
Total | $5,534,759 | | $11,957,571 | |
|
|
|
| |
6. Shares of Beneficial Interest
At September 30, 2004, the Trust had an unlimited amount of shares of beneficial interest authorized with a par value of $0.001 per share.The Fund has the ability to issue multiple classes of shares. Each share of a class represents an identical interest in the Fund and has the same rights, except that each class bears certain expenses related to the distribution of its shares. Effective April 29, 2004, the Fund renamed Class L shares as Class C shares.
Transactions in shares of each class were as follows:
| Six Months Ended | | Year Ended | |
| September 30, 2004 | | March 31, 2004 | |
|
|
|
| |
| Shares | | Amount | | Shares | | Amount | |
|
|
|
|
|
|
|
| |
Class A | | | | | | | | | | |
Shares sold | 498,885 | | $ | 6,514,716 | | 2,639,562 | | $ | 35,169,828 | |
Shares issued on reinvestment | 122,013 | | | 1,593,137 | | 231,933 | | | 3,082,080 | |
Shares reacquired | (1,143,778 | ) | | (14,988,132 | ) | (2,177,397 | ) | | (29,002,185 | ) |
|
|
|
|
|
|
|
|
|
| |
Net Increase (Decrease) | (522,880 | ) | $ | (6,880,279 | ) | 694,098 | | $ | 9,249,723 | |
|
|
|
|
|
|
|
|
|
| |
27 Smith Barney Muni Funds | 2004 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
| Six Months Ended | | Year Ended | |
| September 30, 2004 | | March 31, 2004 | |
|
| |
| |
| Shares | | Amount | | Shares | | Amount | |
|
|
|
|
|
|
|
| |
Class B | | | | | | | | | | |
Shares sold | 56,317 | | $ | 736,943 | | 431,845 | | $ | 5,756,592 | |
Shares issued on reinvestment | 24,104 | | | 313,968 | | 63,184 | | | 838,064 | |
Shares redeemed | (594,361 | ) | | (7,759,229 | ) | (1,204,568 | ) | | (15,992,117 | ) |
|
|
|
|
|
|
|
|
|
| |
Net Decrease | (513,940 | ) | $ | (6,708,318 | ) | (709,539 | ) | $ | (9,397,461 | ) |
|
|
|
|
|
|
|
|
|
| |
Class C* | | | | | | | | | | |
Shares sold | 31,156 | | $ | 406,517 | | 196,005 | | $ | 2,604,102 | |
Shares issued on reinvestment | 16,947 | | | 220,815 | | 34,674 | | | 459,634 | |
Shares redeemed | (87,145 | ) | | (1,138,004 | ) | (176,549 | ) | | (2,339,834 | ) |
|
|
|
|
|
|
|
|
|
| |
Net Increase (Decrease) | (39,042 | ) | $ | (510,672 | ) | 54,130 | | $ | 723,902 | |
|
|
|
|
|
|
|
|
|
| |
*Effective April 29, 2004, Class L shares were renamed as Class C shares.
7. Capital Loss Carryforward
On March 31, 2004, the Fund had a net capital loss carryforward of $2,227,000, of which $769,000 expires in 2009 and $1,458,000 expires in 2012.This amount will be available to offset like amounts of any future taxable gains.
8. Additional Information
In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”),the Citigroup business unit that includes the Fund’s investment manager and other investment advisory companies;Citicorp Trust Bank (“CTB”),an affiliate of CAM; Thomas W.Jones,the former CEO of CAM;and two other individuals,one of whom is an employee and the other of whom is a former employee of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.
In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services.The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate.The subcontractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.
28 Smith Barney Muni Funds | 2004 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made.
In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.
Citigroup is cooperating fully in the investigation and will seek to resolve the matter in discussions with the SEC Staff. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Fund. As previously disclosed, CAM has already agreed to pay the applicable funds, primarily through fee waivers, a total of approximately $17 million (plus interest) that is the amount of the revenue received by Citigroup relating to the revenue guarantee.
9. Legal Matters
Class action lawsuits have been filed against Citigroup Global Markets Inc. (the “Distributor”) and a number of its affiliates, including Smith Barney Fund Management LLC and Salomon Brothers Asset Management Inc (the “Advisers”), substantially all of the mutual funds managed by the Advisers (the “Funds”), and directors or trustees of the Funds.The complaints allege, among other things, that the Distributor created various undisclosed incentives for its brokers to sell Smith Barney and Salomon Brothers funds. In addition, according to the complaints, the Advisers caused the Funds to pay excessive brokerage commissions to the Distributor for steering clients towards proprietary funds.The complaints also allege that the defendants breached their fiduciary duty to the Funds by improperly charging Rule 12b-1 fees and by drawing on Fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions.The complaints seek injunctive relief and compensatory and punitive damages, rescission of the Funds’ contracts with the Advisers, recovery of all fees paid to the Advisers pursuant to such contracts and an award of attorneys’ fees and litigation
29 Smith Barney Muni Funds | 2004 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
expenses. Citigroup Asset Management believes that the suits are without merit and intends to defend the cases vigorously.
Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the defendants in the future. Neither Citigroup Asset Management nor the Funds believe that any of the pending actions will have a material adverse effect on the Funds or the ability of the Distributor or the Advisers to perform under their respective contracts with the Funds.
30 Smith Barney Muni Funds | 2004 Semi-Annual Report
SMITH BARNEY
MUNI FUNDS
TRUSTEES
Lee Abraham
Allan J. Bloostein
Jane F. Dasher
Donald R. Foley
Jay Gerken, CFA
Chairman
Richard E. Hanson, Jr.
Paul Hardin Roderick
C. Rasmussen
John P. Toolan
OFFICERS
Jay Gerken, CFA
President and
Chief Executive Officer
Andrew B. Shoup
Senior Vice President and
Chief Administrative Officer
Robert J. Brault
Chief Financial Officer
and Treasurer
Peter M. Coffey
Vice President and
Investment Officer
Andrew Beagley
Chief Anti-Money Laundering
Compliance Officer and Chief
Compliance Officer
Kaprel Ozsolak
Controller
Robert I. Frenkel
Secretary and
Chief Legal Officer
INVESTMENT MANAGER
Smith Barney Fund
Management LLC
DISTRIBUTOR
Citigroup Global Markets Inc.
CUSTODIAN
State Street Bank and
Trust Company
TRANSFER AGENT
Citicorp Trust Bank, fsb.
125 Broad Street, 11th Floor
New York, New York 10004
SUB-TRANSFER AGENT
PFPC Inc.
P.O. Box 9699
Providence, Rhode Island
02940-9699
Smith Barney Muni Funds
Florida Portfolio
The Fund is a separate investment fund of the Smith Barney Muni Funds, a Massachusetts business trust.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010.
Information on how the Fund voted proxies relating to portfolio securities during the 12 month period ended June 30, 2004 and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.citigroupAM.com and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of Smith Barney Muni Funds —Florida Portfolio, but it may also be used as sales literature when preceded or accompanied by a current prospectus.
SMITH BARNEY MUNI FUNDS
Smith Barney Mutual Funds
125 Broad Street
10th Floor, MF-2
New York, New York 10004
This document must be preceded or accompanied by a free prospectus. Investors should consider the fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest or send money.
www.smithbarneymutualfunds.com
©2004 Citigroup Global Markets Inc.
Member NASD, SIPC
FD0787 11/04 04-7392
ITEM 2. CODE OF ETHICS.
Not Applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not Applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 10. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal
financial officer have concluded that the registrant's disclosure
controls and procedures (as defined in Rule 30a- 3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act")) are
effective as of a date within 90 days of the filing date of this
report that includes the disclosure required by this paragraph,
based on their evaluation of the disclosure controls and
procedures required by Rule 30a-3(b) under the 1940 Act and
15d-15(b) under the Securities Exchange Act of 1934.
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940
Act) that occurred during the registrant's last fiscal half-year
(the registrant's second fiscal half-year in the case of an annual
report) that have materially affected, or are likely to materially
affect the registrant's internal control over financial reporting.
ITEM 11. EXHIBITS.
(a) Not applicable.
(b) Attached hereto.
Exhibit 99.CERT Certifications pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.906CERT Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this Report to be
signed on its behalf by the undersigned, there unto duly authorized.
SMITH BARNEY MUNI FUNDS
By: /s/ R. Jay Gerken
-----------------------------
R. Jay Gerken
Chief Executive Officer of
SMITH BARNEY MUNI FUNDS
Date: December 7, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ R. Jay Gerken
------------------------------
R. Jay Gerken
Chief Executive Officer of
SMITH BARNEY MUNI FUNDS
Date: December 7, 2004
By: /s/ Robert J. Brault
------------------------------
Robert J. Brault
Chief Financial Officer of
SMITH BARNEY MUNI FUNDS
Date: December 7, 2004