SEC Company Response from WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC. (MHF) (CIK 0000830487) (MHF) — Sep 2, 2005
WESTERN ASSET MUNICIPAL HIGH INCOME FUND INC. (MHF) (CIK 0000830487)
Date: Sept. 2, 2005 · CIK: 0000830487 · Accession: 0001193125-05-179894
AI Filing Summary & Sentiment
Reasoning
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: The Registrants Listed on the Attached Appendix (each, a “Registrant”)
Dear Ms. Lithotomos:
On behalf of each of the Registrants, we are filing this letter to respond in writing to the Staff’s comments on the preliminary copy of the Letter to Shareholders, Notice of Meeting, Proxy Statement and Form of Proxy (together, the “Preliminary Proxy Statement”) to be used in connection with a Special Meeting of Shareholders of each of the Registrants conveyed to us as representative of the Registrants by telephone on August 23, 2005. The Preliminary Proxy Statement was filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2005.
Below are the Staff’s comments and the Registrants’ responses thereto.
1. Comment: Consistent with the current practice of the Staff, the Registrants should furnish a “Tandy” letter.
Response: In response to the Staff’s request, a letter from the Registrants to the Commission containing certain acknowledgements requested by the Staff accompanies this letter.
2. Comment: Will the advisory personnel change following the close of the transaction between Citigroup Inc. and Legg Mason, Inc.?
Response: The Registrants understand that Citigroup and Legg Mason expect that immediately following the closing of the transaction the funds will generally continue to be managed by the same portfolio managers or portfolio management teams. Following the close of the transaction, Legg Mason intends to review all aspects of the funds’ operations. Legg Mason
will also take steps to combine the investment management operations of Western Asset Management Company and its affiliates (“Western Asset”) with the fixed income operations of the advisers and, in relevant cases, the affiliated subadvisers to the funds. In light of this, the “Questions and Answers” and “Board Considerations” sections of the Preliminary Proxy Statement provide that it is expected that these combination processes will result in changes to portfolio managers or portfolio management teams for a number of the funds, subject to Board consent and appropriate notice to shareholders, and that, in other cases, the current portfolio managers or portfolio management teams will remain in place. In response to the Staff’s comment, the Registrants have added disclosure to these sections to state that there is a likelihood that certain fixed income portfolio managers or portfolio management teams may not remain with the advisers or affiliated subadvisers or join Western Asset.
3. Comment: Will the names of the advisers change following the close of the transaction between Citigroup and Legg Mason?
Response: It is anticipated that the names of the advisers will remain the same immediately following the closing of the transaction, but will eventually change. Upon closing of the transaction, Legg Mason will have a license which will permit the advisers to continue using their current names for up to twelve months following the closing. In response to the Staff’s comment, the Registrants have added disclosure to that effect to the “Description of the Transaction” section of the proxy statement.
4. Comment: Will the names of the funds change following the close of the transaction between Citigroup and Legg Mason?
Response: It is anticipated that the names of the funds will remain the same immediately following the closing of the transaction, but will eventually change. Upon closing of the transaction, Legg Mason will have a license which will permit the funds to continue using their current names for up to twelve months following the closing. For certain funds, arrangements may be made for a more extended license period. In response to the Staff’s comment, the Registrants have added disclosure to the “Description of the Transaction” section of the proxy statement.
5. Comment: Will Citigroup and Legg Mason still pay the costs of the proxy if the proposals are not successful?
Response: In response to the Staff’s comment, the Registrants have added language to clarify that the costs of the proxy will be borne by Citigroup and Legg Mason whether or not the proposals are successful.
6. Comment: In the “Questions and Answers” section of the proxy statement, the Staff requested that the Registrants expand the answer to the question “Will my Fund’s total advisory and administrative services fees increase?” to elaborate on the changes in fees payable by shareholders.
Response: In response to the Staff’s comment, the Registrants have supplemented the answer to clarify that, for those funds currently operating under separate investment management
and fund administration agreements, both functions will now be covered under one agreement (except in the case of Smith Barney Small Cap Core Fund, Inc., Greenwich Street Series - Equity Index Portfolio and Smith Barney S&P 500 Index Fund, which will continue to receive investment management and fund administration services under separate agreements) and shareholders of the funds will no longer pay a separate administration fee. As a result, the management fee for certain funds will exceed the current advisory fee, but in no case will it exceed the current combined advisory and administrative fee.
7. Comment: The Staff requested that the Registrants clarify the description of voting in the “Vote Required and Manner of Voting Proxies” section of the proxy statement.
Response: The section has been revised consistent with the Registrants’ discussions with the Staff.
If you should have any further questions, please do not hesitate to contact me at 617-951-8567.
Sincerely,
/s/ Paul B. Raymond
Appendix
Smith Barney Allocation Series Inc.
Smith Barney Sector Series Inc.
Smith Barney Multiple Discipline Trust
Smith Barney Massachusetts Municipals Fund
Smith Barney Institutional Cash Management Fund Inc.
Smith Barney Investment Trust
Smith Barney Aggressive Growth Fund Inc.
Smith Barney Appreciation Fund Inc.
Smith Barney Investment Funds Inc.
Smith Barney World Funds, Inc.
Smith Barney Equity Funds
Travelers Series Fund Inc.
Smith Barney Muni Funds
SB Adjustable Rate Income Fund
Intermediate Muni Fund Inc.
Managed Municipals Portfolio Inc.
Smith Barney Municipal Money Market Fund Inc.
Municipal High Income Fund Inc.
High Income Opportunity Fund Inc.
Citigroup Investments Corporate Loan Fund Inc.
Smith Barney Funds, Inc.
Real Estate Income Fund Inc.
Smith Barney Income Funds
Zenix Income Fund Inc.
Smith Barney Small Cap Core Fund, Inc.
Managed High Income Portfolio Inc.
Smith Barney Money Funds, Inc.
Smith Barney Investment Series
Smith Barney Fundamental Value Fund Inc.
Smith Barney Trust II
Greenwich Street Series Fund
Salomon Funds Trust
Smith Barney Managed Municipals Fund Inc.
Variable Annuity Portfolios
Smith Barney California Municipals Fund Inc.
CitiFunds Premium Trust
Smith Barney New Jersey Municipals Fund Inc.
CitiFunds Institutional Trust
Smith Barney Oregon Municipals Fund
CitiFunds Trust I
Smith Barney Arizona Municipals Fund Inc.
CitiFunds Trust III
Smith Barney Core Plus Bond Fund Inc.
CITIGROUP ASSET MANAGEMENT ADVISED INVESTMENT COMPANIES
125 Broad Street, 10th Floor
New York, New York 10004
September 2, 2005
Valerie J. Lithotomos
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: The Registrants Listed on the Attached Appendix (each, a “Registrant”)
Dear Ms. Lithotomos:
In response to a comment from the Staff in connection with its review of the preliminary copy of the Letter to Shareholders, Notice of Meeting, Proxy Statement and Form of Proxy to be used in connection with a Special Meeting of Shareholders of each of the Registrants filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2005, each Registrant acknowledges that, with respect to filings made by the Registrant with the Commission and reviewed by the Staff:
(a) the Registrant is responsible for the adequacy and accuracy of the disclosure in the filings;
(b) Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and
(c) the Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
By:
Show Raw Text
CORRESP 1 filename1.htm RESPONSE LETTER BINGHAM McCUTCHEN Bingham McCutchen LLP 150 Federal Street Boston, MA 02110-1726 T 617.951.8000 F 617.951.8736 September 2, 2005 VIA EDGAR Valerie J. Lithotomos Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: The Registrants Listed on the Attached Appendix (each, a “Registrant”) Dear Ms. Lithotomos: On behalf of each of the Registrants, we are filing this letter to respond in writing to the Staff’s comments on the preliminary copy of the Letter to Shareholders, Notice of Meeting, Proxy Statement and Form of Proxy (together, the “Preliminary Proxy Statement”) to be used in connection with a Special Meeting of Shareholders of each of the Registrants conveyed to us as representative of the Registrants by telephone on August 23, 2005. The Preliminary Proxy Statement was filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2005. Below are the Staff’s comments and the Registrants’ responses thereto. 1. Comment: Consistent with the current practice of the Staff, the Registrants should furnish a “Tandy” letter. Response: In response to the Staff’s request, a letter from the Registrants to the Commission containing certain acknowledgements requested by the Staff accompanies this letter. 2. Comment: Will the advisory personnel change following the close of the transaction between Citigroup Inc. and Legg Mason, Inc.? Response: The Registrants understand that Citigroup and Legg Mason expect that immediately following the closing of the transaction the funds will generally continue to be managed by the same portfolio managers or portfolio management teams. Following the close of the transaction, Legg Mason intends to review all aspects of the funds’ operations. Legg Mason will also take steps to combine the investment management operations of Western Asset Management Company and its affiliates (“Western Asset”) with the fixed income operations of the advisers and, in relevant cases, the affiliated subadvisers to the funds. In light of this, the “Questions and Answers” and “Board Considerations” sections of the Preliminary Proxy Statement provide that it is expected that these combination processes will result in changes to portfolio managers or portfolio management teams for a number of the funds, subject to Board consent and appropriate notice to shareholders, and that, in other cases, the current portfolio managers or portfolio management teams will remain in place. In response to the Staff’s comment, the Registrants have added disclosure to these sections to state that there is a likelihood that certain fixed income portfolio managers or portfolio management teams may not remain with the advisers or affiliated subadvisers or join Western Asset. 3. Comment: Will the names of the advisers change following the close of the transaction between Citigroup and Legg Mason? Response: It is anticipated that the names of the advisers will remain the same immediately following the closing of the transaction, but will eventually change. Upon closing of the transaction, Legg Mason will have a license which will permit the advisers to continue using their current names for up to twelve months following the closing. In response to the Staff’s comment, the Registrants have added disclosure to that effect to the “Description of the Transaction” section of the proxy statement. 4. Comment: Will the names of the funds change following the close of the transaction between Citigroup and Legg Mason? Response: It is anticipated that the names of the funds will remain the same immediately following the closing of the transaction, but will eventually change. Upon closing of the transaction, Legg Mason will have a license which will permit the funds to continue using their current names for up to twelve months following the closing. For certain funds, arrangements may be made for a more extended license period. In response to the Staff’s comment, the Registrants have added disclosure to the “Description of the Transaction” section of the proxy statement. 5. Comment: Will Citigroup and Legg Mason still pay the costs of the proxy if the proposals are not successful? Response: In response to the Staff’s comment, the Registrants have added language to clarify that the costs of the proxy will be borne by Citigroup and Legg Mason whether or not the proposals are successful. 6. Comment: In the “Questions and Answers” section of the proxy statement, the Staff requested that the Registrants expand the answer to the question “Will my Fund’s total advisory and administrative services fees increase?” to elaborate on the changes in fees payable by shareholders. Response: In response to the Staff’s comment, the Registrants have supplemented the answer to clarify that, for those funds currently operating under separate investment management and fund administration agreements, both functions will now be covered under one agreement (except in the case of Smith Barney Small Cap Core Fund, Inc., Greenwich Street Series - Equity Index Portfolio and Smith Barney S&P 500 Index Fund, which will continue to receive investment management and fund administration services under separate agreements) and shareholders of the funds will no longer pay a separate administration fee. As a result, the management fee for certain funds will exceed the current advisory fee, but in no case will it exceed the current combined advisory and administrative fee. 7. Comment: The Staff requested that the Registrants clarify the description of voting in the “Vote Required and Manner of Voting Proxies” section of the proxy statement. Response: The section has been revised consistent with the Registrants’ discussions with the Staff. If you should have any further questions, please do not hesitate to contact me at 617-951-8567. Sincerely, /s/ Paul B. Raymond Appendix Smith Barney Allocation Series Inc. Smith Barney Sector Series Inc. Smith Barney Multiple Discipline Trust Smith Barney Massachusetts Municipals Fund Smith Barney Institutional Cash Management Fund Inc. Smith Barney Investment Trust Smith Barney Aggressive Growth Fund Inc. Smith Barney Appreciation Fund Inc. Smith Barney Investment Funds Inc. Smith Barney World Funds, Inc. Smith Barney Equity Funds Travelers Series Fund Inc. Smith Barney Muni Funds SB Adjustable Rate Income Fund Intermediate Muni Fund Inc. Managed Municipals Portfolio Inc. Smith Barney Municipal Money Market Fund Inc. Municipal High Income Fund Inc. High Income Opportunity Fund Inc. Citigroup Investments Corporate Loan Fund Inc. Smith Barney Funds, Inc. Real Estate Income Fund Inc. Smith Barney Income Funds Zenix Income Fund Inc. Smith Barney Small Cap Core Fund, Inc. Managed High Income Portfolio Inc. Smith Barney Money Funds, Inc. Smith Barney Investment Series Smith Barney Fundamental Value Fund Inc. Smith Barney Trust II Greenwich Street Series Fund Salomon Funds Trust Smith Barney Managed Municipals Fund Inc. Variable Annuity Portfolios Smith Barney California Municipals Fund Inc. CitiFunds Premium Trust Smith Barney New Jersey Municipals Fund Inc. CitiFunds Institutional Trust Smith Barney Oregon Municipals Fund CitiFunds Trust I Smith Barney Arizona Municipals Fund Inc. CitiFunds Trust III Smith Barney Core Plus Bond Fund Inc. CITIGROUP ASSET MANAGEMENT ADVISED INVESTMENT COMPANIES 125 Broad Street, 10th Floor New York, New York 10004 September 2, 2005 Valerie J. Lithotomos Division of Investment Management Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: The Registrants Listed on the Attached Appendix (each, a “Registrant”) Dear Ms. Lithotomos: In response to a comment from the Staff in connection with its review of the preliminary copy of the Letter to Shareholders, Notice of Meeting, Proxy Statement and Form of Proxy to be used in connection with a Special Meeting of Shareholders of each of the Registrants filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2005, each Registrant acknowledges that, with respect to filings made by the Registrant with the Commission and reviewed by the Staff: (a) the Registrant is responsible for the adequacy and accuracy of the disclosure in the filings; (b) Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and (c) the Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, By: /s/ Robert I. Frenkel Authorized Officer Appendix Smith Barney Allocation Series Inc. Smith Barney Sector Series Inc. Smith Barney Multiple Discipline Trust Smith Barney Massachusetts Municipals Fund Smith Barney Institutional Cash Management Fund Inc. Smith Barney Investment Trust Smith Barney Aggressive Growth Fund Inc. Smith Barney Appreciation Fund Inc. Smith Barney Investment Funds Inc. Smith Barney World Funds, Inc. Smith Barney Equity Funds Travelers Series Fund Inc. Smith Barney Muni Funds SB Adjustable Rate Income Fund Intermediate Muni Fund Inc. Managed Municipals Portfolio Inc. Smith Barney Municipal Money Market Fund Inc. Municipal High Income Fund Inc. High Income Opportunity Fund Inc. Citigroup Investments Corporate Loan Fund Inc. Smith Barney Funds, Inc. Real Estate Income Fund Inc. Smith Barney Income Funds Zenix Income Fund Inc. Smith Barney Small Cap Core Fund, Inc. Managed High Income Portfolio Inc. Smith Barney Money Funds, Inc. Smith Barney Investment Series Smith Barney Fundamental Value Fund Inc. Smith Barney Trust II Greenwich Street Series Fund Salomon Funds Trust Smith Barney Managed Municipals Fund Inc. Variable Annuity Portfolios Smith Barney California Municipals Fund Inc. CitiFunds Premium Trust Smith Barney New Jersey Municipals Fund Inc. CitiFunds Institutional Trust Smith Barney Oregon Municipals Fund CitiFunds Trust I Smith Barney Arizona Municipals Fund Inc. CitiFunds Trust III Smith Barney Core Plus Bond Fund Inc.