The Florida Portfolio (the “Fund”), is a separate non-diversified investment fund of Smith Barney Muni Funds (“Trust”). The Trust, a Massachusetts business trust, is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end 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”). Estimates and assumptions are required to be made 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.
The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the original margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
Notes to Financial Statements (unaudited) (continued)
(e) Distributions to Shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a monthly basis. The Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from federal and certain state income taxes, to retain such tax-exempt status when distributed to the shareholders of the Fund. Distributions of net realized gains, if any, are taxable and are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(f ) Class Accounting. Investment income, common expenses and realized/unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.
(g) Federal and Other Taxes. It is the Fund’s 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 in the Fund’s financial statements.
(h) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
2. Management Agreement and Other Transactions with Affiliates
Smith Barney Fund Management LLC (“SBFM”), an indirect wholly-owned subsidiary of Citigroup Inc. (“Citigroup”), acts as investment manager to the Fund. The 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, 2005, the Fund’s Class A, B and C shares had voluntary expense limitations in place of 0.85%, 1.35% and 1.40%, respectively. These expense limitations can be terminated at any time by SBFM.
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, 2005, the Fund paid transfer agent fees of $14,383 to CTB.
Citigroup Global Markets Inc. (“CGM”), another indirect wholly-owned subsidiary of Citigroup, acts as the Fund’s distributor.
There is a maximum 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
Smith Barney Muni Funds 2005 Semi-Annual Report 23
Notes to Financial Statements (unaudited) (continued)
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, 2005, CGM received sales charges of approximately $39,000 on sales of the Fund’s Class A shares. In addition, for the six months ended September 30, 2005, CDSCs paid to CGM were approximately:
| | | | | Class A | | Class B | | Class C | |
|
| CDSCs | | | | $0* | | $15,000 | | $0* | |
|
* Amount represents less than $1,000. The Fund has adopted an unfunded, non-qualified deferred compensation Plan (the “Plan”) which allows non-interested trustees (“Trustee”) to defer the receipt of all or a portion of the trustees’ fees earned until a later date specified by the Trustee. The deferred fees earn a return based on notional investments selected by the Trustee. The balance of the deferred fees payable may change depending upon the investment performance. Any gains earned or losses incurred in the deferred balances are reported in the statement of operations under Trustees’ fees. Under the Plan, deferred fees are considered a general obligation of the Fund and any payments made pursuant to the Plan will be made from the Fund’s general assets.
As of September 30, 2005, the Fund has accrued $15,413 as deferred compensation payable.
Certain officers and one Trustee of the Trust are employees of Citigroup or its affiliates and do not receive compensation from the Trust.
3. Investments
During the six months ended September 30, 2005, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| Purchases | | | $17,162,659 |
|
| Sales | | | 26,812,330 |
|
At September 30, 2005, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
| Gross unrealized appreciation | | | | $10,807,908 | |
| Gross unrealized depreciation | | | | (697,308 | ) |
|
| Net unrealized appreciation | | | | $10,110,600 | |
|
At September 30, 2005, the Fund had the following open futures contracts:
| | | Number of | | Expiration | | Basis | | Market | | Unrealized |
| | | Contracts | | Date | | Value | | Value | | Gain |
|
Contracts to Sell: | | | | | | | | | | |
| U.S. Treasury Bond | | 580 | | 12/05 | | $67,884,453 | | $66,355,625 | | $1,528,828 |
|
24 Smith Barney Muni Funds 2005 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
4. Class Specific Expenses
Pursuant to a 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 rate of 0.50% and 0.55% of the average daily net assets of each class, respectively. For the six months ended September 30, 2005, total Distribution fees, which are accrued daily and paid monthly, were as follows:
| | Class A | Class B | Class C |
|
| Distribution Fees | $121,704 | $95,859 | $64,002 |
|
CGM has agreed to reimburse the Fund for any amount which exceeds the payments made by the Fund with respect to the Distribution Plan for Class A shares over the cumulative unreimbursed amounts spent by CGM in performing its services under the Distribution Plan. During the six months ended September 30, 2005, no reimbursement was required.
For the six months ended September 30, 2005, total Transfer Agent fees were as follows:
| | Class A | Class B | Class C |
|
| Transfer Agent Fees | $12,636 | $4,637 | $2,425 |
|
For the six months ended September 30, 2005, total Shareholder Reports expenses were as follows:
| | Class A | Class B | Class C |
|
| Shareholder Reports Expenses | $25,030 | $8,160 | $4,216 |
|
5. Distributions to Shareholders by Class
| | | Six Months Ended | Year Ended |
| Net Investment Income | | September 30, 2005 | March 31, 2005 |
|
| Class A | | $ | 3,912,920 | | $ | 8,261,193 | |
|
| Class B | | | 629,707 | | | 1,620,045 | |
|
| Class C* | | | 388,305 | | | 852,829 | |
|
| Total | | $ | 4,930,932 | | $ | 10,734,067 | |
|
* On April 29, 2004, Class L shares were renamed as Class C shares.6. Shares of Beneficial Interest
At September 30, 2005, the Trust had an unlimited number 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 direct expenses, including those specifically related to the distribution of its shares.
Smith Barney Muni Funds 2005 Semi-Annual Report 25
Notes to Financial Statements (unaudited) (continued)
Transactions in shares of each class were as follows:
| | | Six Months Ended | | Year Ended |
| | | September 30, 2005 | | March 31, 2005 |
| |
| |
|
| | | Shares | | Amount | | Shares | | Amount |
|
| Class A | | | | | | | | | | | | | | |
| Shares sold | | 934,150 | | | $ | 12,082,849 | | | 2,016,455 | | | $ | 26,233,162 | |
| Shares issued on reinvestment | | 111,680 | | | | 1,438,233 | | | 235,126 | | | | 3,061,857 | |
| Shares repurchased | | (896,219 | ) | | | (11,564,677 | ) | | (3,226,616 | ) | | | (42,069,429 | ) |
|
| Net Increase (Decrease) | | 149,611 | | | $ | 1,956,405 | | | (975,035 | ) | | $ | (12,774,410 | ) |
|
| Class B | | | | | | | | | | | | | | |
| Shares sold | | 23,195 | | | $ | 298,748 | | | 111,760 | | | $ | 1,455,697 | |
| Shares issued on reinvestment | | 16,541 | | | | 212,412 | | | 44,841 | | | | 582,546 | |
| Shares repurchased | | (409,670 | ) | | | (5,269,432 | ) | | (948,339 | ) | | | (12,351,026 | ) |
|
| Net Decrease | | (369,934 | ) | | $ | (4,758,272 | ) | | (791,738 | ) | | $ | (10,312,783 | ) |
|
| Class C* | | | | | | | | | | | | | | |
| Shares sold | | 76,276 | | | $ | 980,976 | | | 140,087 | | | $ | 1,818,424 | |
| Shares issued on reinvestment | | 15,599 | | | | 200,362 | | | 33,195 | | | | 431,303 | |
| Shares repurchased | | (142,673 | ) | | | (1,834,924 | ) | | (278,810 | ) | | | (3,623,560 | ) |
|
| Net Decrease | | (50,798 | ) | | $ | (653,586 | ) | | (105,528 | ) | | $ | (1,373,833 | ) |
|
* On April 29, 2004, Class L shares were renamed as Class C shares.7. Capital Loss Carryforward
As of March 31, 2005, the Fund had, for federal income tax purposes, a net capital loss carryforward of $9,066,578, of which $768,581 expires in 2009, $1,458,394 expires in 2012, and $6,839,603 expires in 2013. These amounts will be available to offset any future taxable capital gains.
8. Regulatory Matters
On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM and CGM relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Funds”).
The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Funds’ then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the fund’s investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset manage-
26 Smith Barney Muni Funds 2005 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
ment and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.
The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan prepared by Citigroup and submitted for approval by the SEC. The order also requires that transfer agency fees received from the Funds since December 1, 2004 less certain expenses be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order.
The order requires SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGM to oversee a competitive bidding process. Under the order, Citigroup also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. That policy, as amended, among other things, requires that when requested by a Fund board, CAM will retain at its own expense an independent consulting expert to advise and assist the board on the selection of certain service providers affiliated with Citigroup.
At this time, there is no certainty as to how the proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Funds.
9. Legal Matters
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGM and SBFM (collectively, the “Defendants”) based on the May 31, 2005 settlement order issued against the Defendants by the SEC described in Note 8. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the adviser for the Smith Barney family of funds, rescission of the Funds’ management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys’ fees and litigation expenses.
Smith Barney Muni Funds 2005 Semi-Annual Report 27
Notes to Financial Statements (unaudited) (continued)
On October 5, 2005, a motion to consolidate the five actions and any subsequently-filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.
As of the date of this report, CAM believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.
* * *
Beginning in June 2004, class action lawsuits alleging violations of the federal securities laws were filed against CGM and a number of its affiliates, including SBFM and Salomon Brothers Asset Management Inc (the “Advisers”), substantially all of the mutual funds managed by the Advisers, including the Fund (the “Funds”), and directors or trustees of the Funds (collectively, the “Defendants”). The complaints alleged, among other things, that CGM 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 CGM for steering clients towards proprietary funds. The complaints also alleged that the defendants breached their fiduciary duty to the Funds by improperly charging Rule l2b-1 fees and by drawing on fund assets to make undisclosed payments of soft dollars and excessive brokerage commissions. The complaints also alleged that the Funds failed to adequately disclose certain of the allegedly wrongful conduct. The complaints sought 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 expenses.
On December 15, 2004, a consolidated amended complaint (the “Complaint”) was filed alleging substantially similar causes of action. While the lawsuit is in its earliest stages, to the extent that the Complaint purports to state causes of action against the Funds, CAM believes the Funds have significant defenses to such allegations, which the Funds intend to vigorously assert in responding to the Complaint.
Additional lawsuits arising out of theses circumstances and presenting similar allegations and requests for relief may be filed against the Defendants in the future.
As of the date of this report, CAM and the Funds believe that the resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.
The Defendants have moved to dismiss the Complaint. Those motions are pending before the court.
10. Other Matters
On June 24, 2005, Citigroup announced that it has signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. (“Legg Mason”).
28 Smith Barney Muni Funds 2005 Semi-Annual Report
Notes to Financial Statements (unaudited) (continued)
As part of this transaction, SBFM (the “Manager”), currently an indirect wholly owned subsidiary of Citigroup, would become an indirect wholly owned subsidiary of Legg Mason. The Manager is the investment manager to the Fund.
The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Citigroup expects the transaction to be completed later this year.
Under the 1940 Act, consummation of the transaction will result in the automatic termination of the Fund’s investment management agreement with the Manager. Therefore, the Trust’s Board of Trustees has approved a new investment management agreement between the Fund and the Manager to become effective upon the closing of the sale to Legg Mason. The new investment management agreement has been presented to the shareholders of the Fund for their approval.
The Fund has received information from CAM concerning SBFM, an investment management company that is part of CAM. The information received from CAM is as follows: On September 16, 2005, the staff of the Securities and Exchange Commission (the “Commission”) informed SBFM that the staff is considering recommending that the Commission institute administrative proceedings against SBFM for alleged violations of Sections 19(a) and 34(b) of the 1940 Act (and related Rule 19a-1). The notification is a result of an industry wide inspection by the Commission and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM.
Although there can be no assurance, SBFM believes that this matter is not likely to have a material adverse effect on the Fund or SBFM’s ability to perform investment management services relating to the Fund.
The Commission staff’s recent notification will not affect the sale by Citigroup of substantially all of CAM’s worldwide business to Legg Mason, which Citigroup continues to expect will occur in the fourth quarter of this year.
Smith Barney Muni Funds 2005 Semi-Annual Report 29
Board Approval of Management Agreement (unaudited)
Background
The members of the Board of Smith Barney Muni Funds – Florida Portfolio (the “Fund”), including the Fund’s independent, or non-interested, Board members (the “Independent Board Members”), received information from the Fund’s manager (the “Manager”) to assist them in their consideration of the Fund’s management agreement (the “Management Agreement”). The Board received and considered a variety of information about the Manager and the Fund’s distributor(s), as well as the advisory and distribution arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below.
The presentation made to the Board encompassed the Trust and all the funds for which the Board has responsibility. Some funds overseen by the Board have an investment advisory agreement and an administration agreement and some funds have an investment management agreement that encompasses both functions. The discussion below covers both advisory and administrative functions being rendered by the Manager whether a fund has a single agreement in place or both an advisory and administration agreement. The terms “Management Agreement”, “Contractual Management Fee” and “Actual Management Fee” are used in a similar manner to refer to both advisory and administration agreements and their related fees whether a fund has a single agreement or separate agreements in place.
Board Approval of Management Agreement
In approving the Management Agreement the Trust’s Board, including the Independent Board Members, considered the following factors:
Nature, Extent and Quality of the Services under the Management Agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager under the Management Agreement during the past year. The Board also received a description of the administrative and other services rendered to the Fund and its shareholders by the Manager. The Board noted information received at regular meetings throughout the year related to the services rendered by the Manager about the management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager took into account the Board’s knowledge and familiarity gained as Board members of funds in the Citigroup Asset Management (“CAM”) fund complex, including the scope and quality of the Manager’s investment management and other capabilities and the quality of its administrative and other services. The Board observed that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the Fund’s expanded compliance programs. The Board also considered the Manager’s response to recent regulatory compliance issues affecting it and the CAM fund complex. The Board reviewed information received from the Manager regarding the implementation to date of the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940.
30 Smith Barney Muni Funds 2005 Semi-Annual Report
Board Approval of Management Agreement (unaudited)
(continued)
The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for the day-today portfolio management of the Fund. The Board also considered the degree to which the Manager implemented organizational changes to improve investment results and the services provided to the CAM fund complex. The Board noted that the Manager’s Office of the Chief Investment Officer, composed of the senior officers of the investment teams managing the funds in the CAM complex, participates in reporting to the Board on investment matters. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources available to CAM and its parent organization, Citigroup Inc.
The Board also considered the Manager’s brokerage policies and practices, the standards applied in seeking best execution, the Manager’s policies and practices regarding soft dollars, the use of a broker affiliated with the Manager and the existence of quality controls applicable to brokerage allocation procedures. In addition, management also reported to the Board on, among other things, its business plans, recent organizational changes and portfolio manager compensation plan.
At the Board’s request following the conclusion of the 2004 contract continuance discussions, the Manager prepared and provided to the Board in connection with the 2005 discussions an analysis of complex-wide management fees, which, among other things, set out a proposed framework of fees based on asset classes. The Board engaged the services of independent consultants to assist it in evaluating the Fund’s fees generally and within the context of the framework.
The Board concluded that, overall, the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement was acceptable.
Fund Performance
The Board received and considered performance information for the Fund as well as for a group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Board also noted that it had received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark(s).
The information comparing the Fund’s performance to that of its Performance Universe, consisting of all retail and institutional funds classified as “Florida municipal debt funds” by Lipper, showed that, although the Fund’s performance for each of the 3- and 5-year periods was within the median range, the Fund’s performance for the 1- and 10-year periods was better than the median. Based on their review, the Board concluded that the Fund’s relative investment performance was acceptable.
Smith Barney Muni Funds 2005 Semi-Annual Report 31
Board Approval of Management Agreement (unaudited)
(continued)
Management Fees and Expense Ratios
The Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to the Manager in light of the nature, extent and quality of the management services provided by the Manager. The Board also reviewed and considered whether fee waiver and/or expense reimbursement arrangements are currently in place for the Fund and considered whether any actual fee rate (after taking any waivers and reimbursements into account) (the “Actual Management Fee”) and whether any fee waivers and reimbursements could be discontinued.
Additionally, the Board received and considered information comparing the Fund’s Contractual Management Fees and Actual Management Fee and the Fund’s overall expenses with those of funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in scope of services provided to the Fund and to these other clients, noting that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund providers. The Board considered the fee comparisons in light of the differences required to manage these different types of accounts. The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a proposed framework of fees based on asset classes.
Management also discussed with the Board the Fund’s distribution arrangements. The Board was provided with information concerning revenues received by and certain expenses incurred by the Fund’s affiliated distributors and how the amounts received by the distributors are paid.
The information comparing the Fund’s Class A shares’ Contractual and Actual Management Fees as well as its actual total expense ratio to its Expense Group, consisting of 7 retail front-end load funds (including the Fund) classified as “Florida municipal debt funds” by Lipper, showed that the Fund’s Contractual and Actual Management Fees were well within the range of management fees paid by the other funds in the Expense Group and, indeed, were better than the median. The Board noted that the Fund’s actual total expense ratio was also better than the median and concluded that it was acceptable.
Taking all of the above into consideration, the Board determined that the Management Fee was reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement.
Manager Profitability
The Board received and considered a profitability analysis of the Manager and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the CAM fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed the Manager’s
32 Smith Barney Muni Funds 2005 Semi-Annual Report
Board Approval of Management Agreement (unaudited)
(continued)
methodology. The Manager’s profitability was considered not excessive in light of the nature, extent and quality of the services provided to the Fund.
Economies of Scale
The Board received and discussed information concerning whether the Manager realizes economies of scale as the Fund’s assets grow beyond current levels. However, because of the nature of the Manager’s business, the Board could not reach definitive conclusions as to whether the Manager might realize economies of scale or how great they may be.
Other Benefits to the Manager
The Board considered other benefits received by the Manager and their affiliates as a result of their relationship with the Fund, including soft dollar arrangements, receipt of brokerage commissions and the opportunity to offer additional products and services to Fund shareholders.
In light of the costs of providing investment management and other services to the Fund and the Manager’s ongoing commitment to the Fund, the profits and other ancillary benefits that the Manager and its affiliates received were considered reasonable.
In light of all of the foregoing, the Board approved the Management Agreement to continue for another year.
No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement. The Independent Board Members were advised by separate independent legal counsel throughout the process. The Board discussed the proposed continuance of the Management Agreement in a private session with their independent legal counsel at which no representatives of the Manager were present.
Smith Barney Muni Funds 2005 Semi-Annual Report 33
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| | Smith Barney Muni Funds—
Florida Portfolio
|
| | | |
| | | |
| | | |
| | TRUSTEES | INVESTMENT MANAGER |
| | Lee Abraham | Smith Barney Fund |
| | Jane F. Dasher | Management LLC |
| | Donald R. Foley | |
| | R. Jay Gerken, CFA | DISTRIBUTOR |
| | Chairman | Citigroup Global Markets Inc. |
| | Richard E. Hanson, Jr. | |
| | Paul Hardin | CUSTODIAN |
| | Roderick C. Rasmussen | State Street Bank and |
| | John P. Toolan | Trust Company |
| |
| | OFFICERS | TRANSFER AGENT |
| | R. Jay Gerken, CFA | Citicorp Trust Bank, fsb. |
| | President and | 125 Broad Street, 11th Floor |
| | Chief Executive Officer | New York, New York 10004 |
| | Andrew B. Shoup | |
| | Senior Vice President and | SUB-TRANSFER AGENT |
| | Chief Administrative Officer | PFPC Inc. |
| | | P.O. Box 9699 |
| | Robert J. Brault | Providence, Rhode Island |
| | Chief Financial Officer | 02940-9699 |
| | and Treasurer | |
| | | INDEPENDENT REGISTERED |
| | Peter M. Coffey | PUBLIC ACCOUNTING FIRM |
| | Vice President and | KPMG LLP |
| | Investment Officer | 345 Park Avenue |
| | | New York, New York 10154 |
| | Andrew Beagley | |
| | Chief Anti-Money Laundering | |
| | Compliance Officer and Chief | |
| | Compliance Officer | |
| |
| | Robert I. Frenkel | |
| | Secretary and | |
| | Chief Legal Officer | |
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
the current prospectus.
This report 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 investing.
www.citigroupam.com
©2005 Citigroup Global Markets Inc.
Member NASD, SIPC
FD0787 11/05 05-9290  | | Smith Barney Muni Funds—
Florida Portfolio
The Fund is a separate investment fund of the Smith Barney Muni Funds,
a Massachusetts business trust.
SMITH BARNEY MUNI FUNDS—
FLORIDA PORTFOLIO
Smith Barney Mutual Funds
125 Broad Street
10th Floor, MF-2
New York, New York 10004 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 most recent 12-month period ended June 30, 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. | |
| 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. | SCHEDULE OF INVESTMENTS. |
| | |
| Not applicable. |
| | |
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END |
| MANAGEMENT INVESTMENT COMPANIES. |
| | |
| Not applicable. |
| | |
| ITEM 8. | [RESERVED] |
| | |
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT |
| COMPANY AND AFFILIATED PURCHASERS. |
| | |
| Not applicable. |
| | |
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
| | |
| Not applicable. |
| | |
| ITEM 11. | 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 12. | 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 8, 2005 |
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 8, 2005 |
| | |
| | |
| By: | /s/ Robert J. Brault |
| | Robert J. Brault |
| | Chief Financial Officer of |
| | Smith Barney Muni Funds |
| | |
| Date: | December 8, 2005 |
