<PAGE> 1
Registration No. 2-74285
811-3274
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 25
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 25
CASH INCOME TRUST
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(Exact name of Registrant)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
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(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (203) 277-0111
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ERNEST J. WRIGHT
Secretary to the Board of Trustees
Cash Income Trust
One Tower Square
Hartford, Connecticut 06183
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
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It is proposed that this filing will become effective (check appropriate box):
immediately upon filing pursuant to paragraph (b).
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on ___________ pursuant to paragraph (b).
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60 days after filing pursuant to paragraph (a)(1).
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X on May 1, 1998 pursuant to paragraph (a)(1).
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75 days after filing pursuant to paragraph (a)(2).
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on ___________ pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check the following box:
______ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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CASH INCOME TRUST
Cross-Reference Sheet pursuant to Rule 495 under the Securities Act of 1933
<TABLE>
<CAPTION>
ITEM
NO. CAPTION IN PROSPECTUS
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<S> <C>
1. Cover Page Cover Page
2. Synopsis Cover Page
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Cover Page; Fund Description; Investment
Objective and Policies
5. Management of the Fund Board of Trustees; Investment Adviser;
Securities Transactions; Fund Expenses;
Additional Information
6. Capital Stock and Other Securities Fund Description; Dividends and Distributions;
Shareholder Rights; Net Asset Value
7. Purchase of Securities Being Offered Shareholder Rights
8. Redemption or Repurchase Net Asset Value
9. Legal Proceedings Legal Proceedings
CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
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10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Not Applicable
13. Investment Objectives and Policies Investment Objectives and Policies;
Investment Restrictions; Appendix
14. Management of the Registrant Trustees and Officers
15. Control Persons and Principal Additional Information
Holders of Securities
16. Investment Advisory and Investment Adviser; Additional Information
Other Services
17. Brokerage Allocation Brokerage
18. Capital Stock and Other Securities Declaration of Trust
19. Purchase, Redemption and Pricing Valuation of Securities
of Securities Being Offered
20. Tax Status Distributions and Taxes
21. Underwriters Not Applicable
22. Calculation of Performance Data Not Applicable
23. Financial Statements Additional Information
</TABLE>
<PAGE> 3
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE> 4
CASH INCOME TRUST
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
TELEPHONE 860-277-0111
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Cash Income Trust (the "Fund") is a diversified open-end management investment
company (mutual fund) which seeks high current income from short-term money
market instruments while preserving capital and maintaining a high degree of
liquidity.
Shares of the Fund are currently offered without a sales charge only to separate
accounts of The Travelers Insurance Company and The Travelers Life and Annuity
Company (the "Company" or "The Travelers"). The Fund may serve as one of the
investment vehicles for certain variable life insurance and variable annuity
contracts issued by the Company. The term "shareholder" as used herein refers to
any insurance company separate account that may use shares of the Fund as an
investment vehicle now or in the future.
This Prospectus concisely sets forth the information about the Fund that you
should know before investing. Please read it and retain it for future reference.
Additional information about the Fund is contained in a Statement of Additional
Information ("SAI") dated May 1, 1998 which has been filed with the Securities
and Exchange Commission ("SEC") and is incorporated by reference into this
Prospectus. A copy may be obtained, without charge, by writing to The Travelers
Insurance Company, One Tower Square, Hartford, Connecticut 06183-5030, or by
calling 800-842-8573.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR A VARIABLE
ANNUITY OR VARIABLE LIFE INSURANCE CONTRACT ISSUED BY THE TRAVELERS. BOTH THIS
PROSPECTUS AND THE CONTRACT PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR
FUTURE REFERENCE.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES
GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF A DOLLAR PER SHARE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS MAY 1, 1998.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS.................................................................. 3
FUND DESCRIPTION...................................................................... 4
INVESTMENT OBJECTIVE AND POLICIES..................................................... 4
INVESTMENT RESTRICTIONS............................................................... 5
RISK FACTORS.......................................................................... 5
BOARD OF TRUSTEES..................................................................... 5
INVESTMENT ADVISER.................................................................... 5
Portfolio Manager................................................................... 6
SECURITIES TRANSACTIONS............................................................... 6
FUND EXPENSES......................................................................... 6
TRANSFER AGENT........................................................................ 7
SHAREHOLDER RIGHTS.................................................................... 7
NET ASSET VALUE....................................................................... 7
TAX STATUS............................................................................ 8
DIVIDENDS AND DISTRIBUTIONS........................................................... 8
LEGAL PROCEEDINGS..................................................................... 8
ADDITIONAL INFORMATION................................................................ 8
EXHIBIT A............................................................................. 9
</TABLE>
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FINANCIAL HIGHLIGHTS
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CASH INCOME TRUST
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR
The following information on per share data for the seven years ended December
31, 1997, has been audited by Coopers & Lybrand L.L.P., Independent Accountants.
All other periods presented have been audited by the Fund's prior auditors.
Coopers & Lybrand L.L.P.'s report on the per share data for each of the five
years in the period ended December 31, 1997 is contained in the Fund's Annual
Report which should be read along with this information and which is
incorporated by reference into the SAI.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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<S> <C> <C> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993 1992 1991
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA
Net asset value,
beginning of
year............... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from
operations........... 0.0412 0.0417 0.0278 0.0214 0.0322 0.0650
Less distributions from
net investment
income............... (0.0412) (0.0417) (0.0278) (0.0214) (0.0322) (0.0650)
-------- -------- -------- -------- -------- -------- --------
Net asset value, end of
year (unchanged
during the year)..... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== ======== ========
TOTAL RETURN*.......... 4.20% 4.17% 2.78% 2.14% 3.22% 6.50%
Net assets, end of
year (thousands)... $ 3,543 $ 1,417 $ 1,203 $ 647 $ 697 $ 690
RATIOS TO AVERAGE NET ASSETS
Expenses............. 0.78%** 1.25%** 1.25%** 0.94%** 0.38%** 0.38%**
Net investment income.. 3.72 -- -- -- -- --
<CAPTION>
<S> <C> <C> <C> <C>
1990 1989 1988
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<S> <C> <C> <C> <C>
PER SHARE DATA
Net asset value,
beginning of
year............... $ 1.00 $ 1.00 $ 1.00
Income from
operations........... 0.0744 0.0753 0.0690
Less distributions from
net investment
income............... (0.0744) (0.0753) (0.0690)
-------- -------- --------
Net asset value, end of
year (unchanged
during the year)..... $ 1.00 $ 1.00 $ 1.00
======== ======== ========
TOTAL RETURN*.......... 7.44% 7.57% 6.82%
Net assets, end of
year (thousands)... $ 619 $ 656 $ 107,850
RATIOS TO AVERAGE NET A
Expenses............. 0.08%** 1.00%+ 0.67%
Net investment income.. -- -- --
</TABLE>
* Total return is determined after reflecting the reinvestment of dividends
declared during the year, by dividing net investment income by average net
assets. Shares in Fund CIT are only sold to The Travelers separate accounts
in connection with the issuance of variable life insurance contracts. The
above total return does not reflect the deduction of any contract charges or
fees assessed by The Travelers separate accounts.
** The ratios of expenses to average net assets for 1990 and later years reflect
an expense reimbursement by Travelers Insurance in connection with voluntary
expense limitations. Without the expense reimbursement, the ratio of expenses
to average net assets would have been 7.37%, 6.40%, 8.47%, 7.70%, 11.61% and
20.99% for the years ended December 31, 1996, 1995, 1994, 1993, 1992, 1991
and 1990, respectively. For the year ended December 31, 1996, there were no
expense reimbursements by the Travelers in connection with the voluntary
expense limitations.
+ The amount represented reflects an expense reimbursement by Keystone
Custodian Funds, Inc. (the prior investment adviser) in connection with a
voluntary expense limitation. Before the expense reimbursement, the "Ratio of
expenses to average net assets" would have been 8.95%.
CIT-3
<PAGE> 7
FUND DESCRIPTION
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Cash Income Trust (the "Fund") is registered with the SEC as a diversified
open-end management investment company, commonly known as a mutual fund. The
Fund was created under Massachusetts law as a Massachusetts business trust on
October 1, 1981.
INVESTMENT OBJECTIVE AND POLICIES
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The Fund's investment objective is to provide high current income from
short-term money market instruments while emphasizing preservation of capital
and maintaining a high degree of liquidity. The Fund pursues this objective by
investing in securities maturing in one year or less as follows: (1) obligations
issued or guaranteed by the United States government or by any agency or
instrumentality of the United States; (2) certificates of deposit and bankers'
acceptances of banks which are members of the Federal Deposit Insurance
Corporation and which have total assets of at least $1 billion, including U.S.
branches of foreign banks and foreign branches of U.S. banks; (3) prime
commercial paper, including master demand notes; and (4) repurchase agreements
secured by United States government securities. Securities issued or guaranteed
by the United States government include a variety of Treasury securities that
differ only in their interest rates, maturities and dates of issuance. Treasury
Bills have maturities of one year or less, Treasury Notes have maturities of one
to ten years, and Treasury Bonds generally have maturities of greater than ten
years at the date of issuance.
Securities issued or guaranteed by the United States government or its agencies
or instrumentalities include direct obligations of the United States Treasury
and securities issued or guaranteed by the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association, General
Services Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
Federal Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal
Land Banks, Maritime Administration, The Tennessee Valley Authority, District of
Columbia Armory Board and Federal National Mortgage Association. Some
obligations of United States government agencies and instrumentalities, such as
Treasury Bills and Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the United States;
others, such as securities of Federal Home Loan Banks, are supported by the
right of the issuer to borrow from the Treasury; still others, such as bonds
issued by the Federal National Mortgage Association, a private corporation, are
supported only by the credit of the instrumentality. Because the United States
government is not obligated by law to provide support to an instrumentality it
sponsors, the Fund will invest in the securities issued by such an
instrumentality only when the investment adviser determines that the credit risk
with respect to the instrumentality does not make its securities unsuitable
investments for the Fund. United States government securities do not include
international agencies or instrumentalities in which the United States
government, its agencies or instrumentalities participate, such as the World
Bank, the Asian Development Bank or issues insured by the Federal Deposit
Insurance Corporation. The Fund offers a convenient alternative to investing
directly in money market instruments by eliminating the mechanical problems
normally associated with direct investments while, most importantly, providing
the opportunity to obtain the higher yields often available from money market
investments made in large denominations.
For further information about the types of investments and investment techniques
available to the Fund, including the associated investment risks, see Exhibit A
to this Prospectus.
CIT-4
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INVESTMENT RESTRICTIONS
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The Fund has adopted the following fundamental investment restrictions which may
not be changed without a vote of a majority of the outstanding voting securities
of the Fund, as defined in the Investment Company Act of 1940, as amended. These
restrictions and certain other fundamental restrictions are set forth in the
SAI. Unless otherwise stated, all references to the Fund's assets are in terms
of current market value.
The Fund's fundamental policies permit it to invest up to 100% of its assets in
securities issued or guaranteed by the United States government, its agencies or
instrumentalities. The Fund will not: (1) invest more than 5% of its assets in
the securities of any one issuer, other than securities issued or guaranteed by
the United States Government. However, the Fund may invest up to 25% of its
total assets in first tier securities, as defined in Rule 2a-7, of a single
issuer for a period of up to three business days after the purchase thereof; (2)
borrow money, except that the Fund may borrow money from banks for temporary or
emergency purposes in amounts of up to one-third of its assets, including the
amount borrowed, and such borrowings will be repaid before additional
investments are made; (3) pledge more than 15% of its assets to secure
borrowings; and (4) invest more than 10% of its assets in repurchase agreements
maturing in more than seven days and securities for which market quotations are
not readily available.
RISK FACTORS
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Because interest rates on money market instruments fluctuate in response to
economic factors, the rates on short-term investments made by the Fund and the
daily dividend paid to shareholders will vary, rising or falling with short-term
rates generally. Yields from short-term securities may be lower than yields from
longer-term securities. Also, the value of the Fund's securities will fluctuate
inversely with interest rates, the amount of outstanding debt and other factors.
In addition, the Fund's investments in certificates of deposit issued by U.S.
branches of foreign banks and foreign branches of U.S. banks involve somewhat
more risk, but also more potential reward, than investments in comparable
domestic obligations.
There can be no assurance that the Fund will achieve its investment objective
since there is uncertainty in every investment.
BOARD OF TRUSTEES
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Under Massachusetts law, the Fund's Board of Trustees has absolute and exclusive
control over the management and disposition of all assets of the Fund. Subject
to the provisions of the Declaration of Trust, the business and affairs of the
Fund shall be managed by the Trustees of other parties so designated by the
Trustees. Information relating to the Board of Trustees, including its members
and their compensation, is contained in the SAI.
INVESTMENT ADVISER
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Travelers Asset Management International Corporation (TAMIC) provides investment
advice and, in general, supervises the management and investment program of the
Fund.
TAMIC is a registered investment adviser which has provided investment advisory
services since its incorporation in 1978. Under its Advisory Agreement with the
Fund, TAMIC is paid an amount equivalent on an annual basis to 0.3233% of the
average daily net assets of the Fund. The fee is computed daily and paid weekly.
TAMIC is an indirect wholly owned subsidiary of Travelers Group
CIT-5
<PAGE> 9
Inc., a financial services holding company, and its principal offices are
located at One Tower Square, Hartford, Connecticut 06183.
In addition to providing investment advice to the Fund, TAMIC acts as investment
adviser for other investment companies which fund variable contracts issued by
the Company. TAMIC also provides investment advice to individual and pooled
pension and profit-sharing accounts, domestic insurance companies affiliated
with The Travelers and nonaffiliated insurance companies.
PORTFOLIO MANAGER
The Cash Income Trust has been managed by Emil J. Molinaro, Jr. since March
1995. Mr. Molinaro joined an affiliate of The Travelers Insurance Company in
1980 and is a Vice President of The Travelers Insurance Company's Securities
Department. For the past six years he has managed short term investment
portfolios backing various insurance company products and is currently
responsible for managing the Travelers Money Market Pool.
The Fund has entered into an Administrative Service Agreement, whereby Travelers
Insurance will be responsible for the pricing and bookkeeping services for the
Fund at an annualized rate of 0.06% of the daily net assets of the Fund. The
Travelers Insurance Company, at its expense, may appoint a sub-administrator to
perform these services. The sub-administrator may be affiliated with The
Travelers Insurance Company.
SECURITIES TRANSACTIONS
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Under policies established by the Board of Trustees, TAMIC selects
broker-dealers to execute transactions for the Fund, subject to the receipt of
best execution. When selecting broker-dealers to execute portfolio transactions
for the Fund, TAMIC may consider the number of shares of the Fund sold by such
broker-dealers. In addition, broker-dealers may from time to time be affiliated
with the Fund, TAMIC or their affiliates. The Fund will not trade in securities
for short-term profits but, when circumstances warrant, securities may be sold
without regard to the length of time held.
FUND EXPENSES
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In addition to the investment advisory fees discussed above, other expenses of
the Fund include the charges and expenses of the transfer agent, the custodian,
the independent auditors, and any outside legal counsel employed by either the
Fund or the Board of Trustees; the compensation for the disinterested members of
the Board of Trustees; the costs of printing and mailing the Fund's
prospectuses, proxy solicitation materials, and annual, semiannual and periodic
reports; brokerage commissions, interest charges and taxes; and any
registration, filing and other fees payable to government agencies in connection
with the registration of the Fund and its shares under federal and state
securities laws.
Pursuant to a Management Agreement dated May 1, 1993 between the Fund and The
Travelers Insurance Company, the Company has agreed to reimburse the Fund for
the amount by which the Fund's aggregate annual expenses, including investment
advisory fees but excluding brokerage commissions, interest charges and taxes,
exceed 1.25% of the Fund's average net assets for any fiscal year. For the
fiscal year ended December 31, 1997, there was no expense reimbursement.
CIT-6
<PAGE> 10
TRANSFER AGENT
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First Data Investor Services Group, Inc., Exchange Place, Boston, MA, 02109,
serves as the Fund's transfer agent and dividend disbursing agent.
SHAREHOLDER RIGHTS
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Shares of the Fund are currently sold only to insurance company separate
accounts in connection with variable annuity and variable life insurance
contracts issued by the Company. Shares are not sold to the general public. Fund
shares are sold on a continuing basis, without a sales charge, at the net asset
value next computed after payment is made by the insurance company to the Fund's
custodian. However, separate accounts to which shares are sold may impose sales
and other charges, as described in the appropriate contract prospectus.
The Fund currently issues one class of shares which participates equally in
dividends and distributions and have equal voting, liquidation and other rights.
When issued and paid for, the shares will be fully paid and nonassessable by the
Fund and will have no preference, conversion, exchange or preemptive rights.
Shareholders are entitled to one vote for each full share owned and fractional
votes for fractional shares. Shares are redeemable, transferable and freely
assignable as collateral. There are no sinking fund provisions. (See the
accompanying separate account prospectus for a discussion of voting rights
applicable to purchasers of variable life insurance contracts.)
In the event that the Fund serves as an investment vehicle for both variable
annuity and variable life insurance contracts, an irreconcilable material
conflict may conceivably arise between contract owners of different separate
accounts investing in the Fund due to differences in tax treatment, management
of the Fund's investments, or other considerations. The Fund's Board of Trustees
will monitor events in order to identify any material conflicts between variable
annuity contract owners and variable life insurance policy owners, and will
determine what action, if any, should be taken in the event of such a conflict.
NET ASSET VALUE
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The net asset value of a Fund share, which is expected to remain constant at
$1.00, is computed as of the close of trading on each day on which the New York
Stock Exchange ("Exchange") is open, except on days when changes in the value of
the Fund's securities do not affect the current net asset value of its shares.
The net asset value per share is arrived at by determining the value of the
Fund's assets, subtracting its liabilities, and dividing the result by the
number of shares outstanding.
The Fund values short-term money market instruments with maturities of sixty
days or less at amortized cost (original purchase cost as adjusted for
amortization of premium or accretion of discount) which when combined with
accrued interest approximates market. All other investments are valued at market
value or, where market quotations are not readily available, at fair value as
determined in good faith by the Fund's Board of Trustees.
Fund shares are redeemed at the net asset value per share, normally $1.00, next
determined after the Fund receives a redemption request. The Fund computes the
net asset value at the close of the Exchange at the end of the day on which it
has received all documentation from the shareholder. Redemption proceeds are
normally wired or mailed either the same or the next business day, but in no
event later than seven days thereafter.
The Fund may temporarily suspend the right to redeem its shares when: (1) the
Exchange is closed, other than customary weekend and holiday closings; (2)
trading on the Exchange is restricted; (3) an emergency exists as determined by
the SEC so that disposal of the Fund's investments or determina-
CIT-7
<PAGE> 11
tion of its net asset value is not reasonably practicable; or (4) the SEC, for
the protection of shareholders, so orders.
TAX STATUS
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The Fund has qualified and intends to qualify in the future as a regulated
investment company under Subchapter M of the Internal Revenue Code. The Fund
qualifies if, among other things, it distributes to its shareholders at least
90% of its net investment income for each fiscal year.
DIVIDENDS AND DISTRIBUTIONS
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Capital gains and dividends are distributed in cash or reinvested in additional
shares of the Fund, without a sales charge. Although purchasers of variable
insurance contracts are not subject to federal income taxes on distributions by
the Fund they may be subject to state and local taxes and should review the
accompanying contract prospectus for a discussion of the tax treatment
applicable to purchasers of variable life insurance contracts.
LEGAL PROCEEDINGS
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There are no pending material legal proceedings affecting the Fund.
ADDITIONAL INFORMATION
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Except as otherwise stated in this Prospectus or as required by law, the Fund
reserves the right to change the terms of the offer stated in this Prospectus
without shareholder approval, including the right to impose or change fees for
services provided.
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<PAGE> 12
EXHIBIT A
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DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS
AND INVESTMENT TECHNIQUES AVAILABLE TO THE FUND
UNITED STATES GOVERNMENT SECURITIES
Securities issued or guaranteed by the United States Government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury bills have maturities of one year or
less; Treasury notes have maturities of one to ten years; and Treasury bonds
generally have maturities of greater than ten years at the date of issuance.
Securities issued or guaranteed by the United States Government or its agencies
or instrumentalities include direct obligations of the United States Treasury
and securities issued or guaranteed by the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of the United States, Small
Business Administration, Government National Mortgage Association, General
Services Administration, Central Bank for Cooperatives, Federal Home Loan Banks,
Federal Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal
Land Banks, Maritime Administration, The Tennessee Valley Authority, District of
Columbia Armory Board, Student Loan Marketing Association and Federal National
Mortgage Association.
Some obligations of United States Government agencies and instrumentalities,
such as Treasury bills and Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the United States;
others, such as securities of Federal Home Loan Banks, are supported by the
right of the issuer to borrow from the Treasury; still others, such as bonds
issued by the Federal National Mortgage Association, a private corporation, are
supported only by the credit of the instrumentality. Because the United States
Government is not obligated by law to provide support to an instrumentality it
sponsors, the Fund will invest in the securities issued by such an
instrumentality only when the adviser determines that the credit risk with
respect to the instrumentality does not make its securities unsuitable
investments. United States Government securities will not include international
agencies or instrumentalities in which the United States Government, its
agencies or instrumentalities participate, such as the World Bank, the Asian
Development Bank or the Inter-American Development Bank, or issues insured by
the Federal Deposit Insurance Corporation.
CERTIFICATES OF DEPOSIT
Certificates of deposit are receipts issued by a bank in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.
Certificates of deposit will be limited to U.S. dollar-denominated certificates
of United States banks which have at least $1 billion in deposits as of the date
of their most recently published financial statements (including foreign
branches of U.S. banks, U.S. branches of foreign banks which are members of the
Federal Reserve System or the Federal Deposit Insurance Corporation, and savings
and loan associations which are insured by the Federal Deposit Insurance
Corporation).
The Fund will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, the Fund does not
currently intend to purchase such foreign securities (except to the extent that
certificates of deposit of foreign branches of U.S. banks may be deemed foreign
securities) or purchase certificates of deposit, bankers' acceptances or other
similar obligations issued by foreign banks.
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<PAGE> 13
OBLIGATIONS OF FOREIGN BRANCHES OF UNITED STATES BANKS
The obligations of foreign branches of United States banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by government regulation.
Payment of interest and principal upon these obligations may also be affected by
governmental action in the country of domicile of the branch (generally referred
to as sovereign risk). In addition, evidences of ownership of such securities
may be held outside the United States and the Fund may be subject to the risks
associated with the holding of such property overseas. Various provisions of
federal law governing domestic branches do not apply to foreign branches of
domestic banks.
OBLIGATIONS OF UNITED STATES BRANCHES OF FOREIGN BANKS
Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the foreign
bank has its head office. In addition, there may be less publicly available
information about a United States branch of a foreign bank than about a domestic
bank.
COMMERCIAL PAPER
The Fund's investments in commercial paper are limited to those rated A-1 by
Standard & Poor's Corporation (S&P) or Prime-1 by Moody's Investors Service,
Inc. (Moody's). Commercial paper rated A-1 by Standard & Poor's has the
following characteristics: liquidity ratios are adequate to meet cash
requirements. The issuer's long-term senior debt is rated "A" or better,
although in some cases "BBB" credits may be allowed. The issuer has access to at
least two additional channels of borrowing. Basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry.
The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluation of the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount and
quality of long-term debt; (6) trend of earnings over a period of ten years; (7)
financial strength of a parent company and the relationships which exist with
the issuer; and (8) recognition by the management of obligations which may be
present or may arise as a result of public preparations to meet such
obligations. Relative strength or weakness of the above factors determines how
the issuer's commercial paper is rated within various categories.
MASTER DEMAND NOTES
Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts by the Fund at varying rates of interest pursuant to direct
arrangements between the Fund as lender and the issuer as borrower. The Fund has
the right to increase the amount under the note at any time up to the full
amount provided by the note agreement, or to decrease the amount, and the
borrower may repay up to the full amount of the note without penalty. Notes
purchased by the Fund permit the Fund to demand payment of principal and accrued
interest at any time (on not more than seven days notice). Notes acquired by the
Fund may have maturities of more than one year, provided that (i) the Fund is
entitled to payment of principal and accrued interest upon not more than seven
days notice, and (ii) the rate of interest on such notes is adjusted
automatically at periodic intervals which normally will not exceed 31 days but
may extend up to one year. The notes will be deemed to have a maturity equal to
the longer of the period remaining to the next interest rate adjustment or the
demand notice period. Because these types of notes are direct lending
arrangements between the lender and the borrower, such instruments are not
normally traded and there is no secondary market
CIT-10
<PAGE> 14
for these notes, although they are redeemable and thus repayable by the borrower
at face value plus accrued interest at any time. Accordingly, the Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand. In connection with master demand notes, TAMIC considers,
under standards established by the Board of Trustees, earning power, cash flow
and other liquidity ratios of the borrower and will monitor the ability of the
borrower to pay principal and interest on demand. These notes are not typically
rated by credit rating agencies. Unless rated, the Fund will invest in them only
if the issuer meets the criteria established for commercial paper.
REPURCHASE AGREEMENTS
Interim cash balances may be invested from time to time in repurchase agreements
with approved counterparties. Approved counterparties are limited to national
banks or reporting broker-dealers meeting the investment adviser's credit
quality standards as presenting minimal risk of default. All repurchase
transactions must be collateralized by U.S. Government securities with market
value no less than 102% of the amount of the transaction, including accrued
interest. Repurchase transactions generally mature the next business day but, in
the event of a transaction of longer maturity, collateral will be marked to
market daily and, when required, additional cash or qualifying collateral will
be required from the counterparty.
In executing a repurchase agreement, the Fund purchases eligible securities
subject to the seller's simultaneous agreement to repurchase them on a mutually
agreed upon date and at a mutually agreed upon price. The purchase and resale
prices are negotiated with the counterparty on the basis of current short-term
interest rates, which may be more or less than the rate on the securities
collateralizing the transaction. Physical delivery or, in the case of
"book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Fund is required to establish a perfected
claim to the collateral for the term of the agreement in the event the
counterparty fails to fulfill its obligation.
As the securities collateralizing a repurchase transaction are generally of
longer maturity than the term of the transaction, in the event of default by the
counterparty on its obligation, the Fund would bear the risks of delay, adverse
market fluctuation and transaction costs in disposing of the collateral.
BANKERS' ACCEPTANCES
Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by the bank which, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by the Fund must have been accepted by U.S.
commercial banks, including foreign branches of U.S. commercial banks, having
total deposits at the time of purchase in excess of $1 billion, and must be
payable in U.S. dollars.
CIT-11
<PAGE> 15
CASH INCOME TRUST
PROSPECTUS
TIC Ed. 5-98
L-11170 Printed in U.S.A.
<PAGE> 16
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
<PAGE> 17
STATEMENT OF ADDITIONAL INFORMATION
CASH INCOME TRUST
MAY 1, 1998
This Statement of Additional Information ("SAI") is not a prospectus
but relates to, and should be read in conjunction with, the Fund's prospectus
dated May 1, 1998. A copy of the prospectus is available from The Travelers
Insurance Company, Life Services One Tower Square, Hartford, Connecticut
06183-5030, or by calling 860-422-3985. The SAI should be read in conjunction
with the accompanying 1997 Annual Report for the Fund.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INVESTMENT RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
VALUATION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
TRUSTEES AND OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DECLARATION OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
INVESTMENT ADVISER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Advisory Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
REDEMPTIONS IN KIND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
BROKERAGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
<PAGE> 18
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Cash Income Trust (the "Fund") is to
provide the highest possible current income from short-term money market
instruments while emphasizing preservation of capital and maintaining a high
degree of liquidity. The Fund pursues this objective by investing in
short-term money market securities maturing in one year or less which are
deemed to present minimal credit risks.
INVESTMENT RESTRICTIONS
None of the restrictions enumerated in this paragraph may be changed
without a vote of the holders of a majority of the Fund's outstanding shares,
as defined in the Investment Company Act of 1940 (the "1940 Act"). The Fund
will not:
(1) purchase any security which has a maturity date more than one
year from the date of the Fund's purchase;
(2) invest more than 25% of its assets in the securities of issuers
in any single industry, exclusive of securities issued by banks
or securities issued or guaranteed by the United States
Government, its agencies or instrumentalities;
(3) invest more than 5% of its assets in the securities of any one
issuer, other than securities issued or guaranteed by the United
States Government. However, the Fund may invest up to 25% of its
total assets in first tier securities, as defined in Rule 2a-7,
of a single issuer for a period of up to three business days
after the purchase thereof.
(4) invest in more than 10% of the outstanding securities of any one
issuer, exclusive of securities issued or guaranteed by the
United States Government, its agencies or instrumentalities;
(5) borrow money except from banks on a temporary basis in an
aggregate amount not to exceed one-third of the Fund's assets,
including the amount borrowed, and to be used exclusively to
facilitate the orderly maturation and sale of portfolio
securities during any periods of abnormally heavy redemption
requests, if they should occur; such borrowings may not be used
to purchase investments and the Fund will not purchase any
investments while any such borrowings exist;
(6) pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned or held by the Fund except as
may be necessary in connection with any borrowing mentioned
above and in an aggregate amount not to exceed 15% of the Fund's
assets;
(7) make loans, provided that the Fund may purchase money market
securities or enter into repurchase agreements;
(8) enter into repurchase agreements if, as a result thereof, more
than 10% of the Fund's assets would be subject to repurchase
agreements maturing in more than seven days;
(9) make investments for the purpose of exercising control;
(10) purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or
reorganization;
(11) invest in real estate, other than money market securities
secured by real estate or interests therein, or money market
securities issued by companies which invest in real estate or
interests therein,
1
<PAGE> 19
commodities or commodity contracts, interests in oil, gas or
other mineral exploration or development programs;
(12) purchase any securities on margin;
(13) make short sales of securities or maintain a short position or
write, purchase or sell puts, calls, straddles, spreads or
combinations thereof;
(14) invest in securities of issuers, other than agencies and
instrumentalities of the United States Government, having a
record, together with predecessors, of less than three years of
continuous operation if more than 5% of the Fund's assets would
be invested in such securities;
(15) purchase or retain securities of any issuer if those officers,
Trustees or Directors of the Fund or TAMIC who own individually
more than 0.5% of the outstanding securities of such issuer
together own more than 5% of the securities of such issuer; or
(16) act as an underwriter of securities.
VALUATION OF SECURITIES
Current value for the Fund's portfolio securities is determined as
follows: Securities traded on national securities markets are valued at the
closing prices on such markets; securities for which no sales prices were
reported and U.S. Government and Agency obligations are valued at the mean
between the last reported bid and ask prices or on the basis of quotations
received from reputable brokers or other recognized sources; securities
maturing within 60 days are valued at cost plus accreted discount and, or minus
amortized premium, which approximates market value; and securities that have a
maturity of 60 days or more are valued at prices based on market quotations for
securities of similar type, yield and maturity.
DISTRIBUTIONS
All net income of the Fund is determined as of the close of trading on
the New York Stock Exchange, currently 4:00 p.m., on each day that the Exchange
is open for trading, and at such other times as the Trustees may determine, and
credited immediately thereafter to each shareholder's account. Net income will
consist of (1) all accrued interest income on Fund portfolio assets, (2) plus
or minus all realized and unrealized gains or losses on Fund portfolio assets,
and (3) less the Fund's estimated expenses, including accrued expenses and fees
payable to
2
<PAGE> 20
TAMIC applicable to that dividend period. Net income is distributed as
dividends as of the close of business each calendar month either in cash or in
the form of additional shares. Dividends are reinvested in full and fractional
shares at the rate of one share for each one dollar distributed.
Since the net income of the Fund is declared as a dividend each time
net income is determined, the net asset value per share remains at $1.00 per
share immediately after each dividend declaration. The Fund expects to have
net income at the time of each dividend determination. If for any reason there
is a net loss, the Fund will first offset such amount pro rata against
dividends accrued during the month in each shareholder account. To the extent
that such a net loss would exceed such accrued dividends, the Fund will reduce
the number of its outstanding shares by having each shareholder contribute to
the Fund's capital the pro rata portion of the total number of shares required
to be canceled in order to maintain a net asset value per share of the Fund at
a constant value of $1.00. Each shareholder will be deemed to have agreed to
such a contribution under these circumstances by investment in the Fund.
TRUSTEES AND OFFICERS
<TABLE>
<CAPTION>
me Present Position and Principal Occupation During Last Five Years
- -- ----------------------------------------------------------------
<S> <C>
*Heath B. McLendon Managing Director (1993-present), Smith Barney Inc. ("Smith Barney");
Chairman and Member Chairman (1993-present), Smith Barney Strategy Advisors, Inc.;
388 Greenwich Street President (1994-present), Smith Barney Mutual Funds Management Inc.;
New York, New York Chairman and Director of forty-one investment companies associated with
Age 64 Smith Barney; Chairman, Board of Trustees, Drew University; Trustee,
The East New York Savings Bank; Advisory Director, First Empire State
Corporation; Chairman, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+; Chairman, Board
of Trustees, five Mutual Funds sponsored by The Travelers Insurance
Company++; prior to July 1993, Senior Executive Vice President of
Shearson Lehman Brothers Inc.
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & Angell,
Member Attorneys; Member, Advisory Board (1973-1994), thirty-one mutual funds
2700 Hospital Trust Tower sponsored by Keystone Group, Inc.; Member, Board of Managers, seven
Providence, Rhode Island Variable Annuity Separate Accounts of The Travelers Insurance Company+;
Age 74 Trustee, five Mutual Funds sponsored by The Travelers Insurance
Company.++
Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), Executive Vice
Member President (1989-1994) and Senior Vice President, Finance and
295 Hancock Street Administration (1983-1989), The Dexter Corporation (manufacturer of
Williamstown, Massachusetts specialty chemicals and materials); Vice Chairman (1990-1992), Director
Age 66 (1983-1995), Life Technologies, Inc. (life science/biotechnology
products); Director, (1994-present), The Connecticut Surety Corporation
(insurance); Director (1995-present), CN Bioscience, Inc.
(life science/biotechnology products); Director (1995-present), Chemfab
Corporation (specialty materials manufacturer); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company.++
</TABLE>
3
<PAGE> 21
<TABLE>
<S> <C>
Lewis Mandell Dean, College of Business Administration (1995-present), Marquette
Member University; Professor of Finance (1980-1995) and Associate Dean (1993-
606 N. 13th Street 1995), School of Business Administration, and Director, Center for
Milwaukee, WI 53233 Research and Development in Financial Services (1980-1995), University
Age 55 of Connecticut; Director (1992-present), GZA Geoenvironmental Tech,
Inc. (engineering services); Member, Board of Managers, seven Variable
Annuity Separate Accounts of The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored by The Travelers Insurance
Company.++
Frances M. Hawk Private Investor (1997-present), Portfolio Manager (1992-1997),
Member HLM Management Company, Inc. (investment management); Assistant Treasurer,
222 Berkeley Street Pensions and Benefits. Management (1989-1992), United Technologies Corporation
Boston, Massachusetts (broad- based designer and manufacturer of high technology products); Member,
Age 50 Board of Managers, seven Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company.++
Ernest J. Wright Vice President and Secretary (1994-present), Assistant Secretary (1994-1996),
Secretary to the Board Counsel (1987-present), The Travelers Insurance Company; Secretary, Board of
One Tower Square Managers, seven Variable Annuity Separate Accounts of The Travelers
Hartford, Connecticut Insurance Company+; Secretary, Board of Trustees, five Mutual Funds sponsored
Age 57 by The Travelers Insurance Company.++
Kathleen A. McGah Assistant Secretary and Counsel (1995-present), The Travelers Insurance
Assistant Secretary to the Board Company; Assistant Secretary, Board of Managers, seven Variable Annuity
One Tower Square Separate Accounts of The Travelers Insurance Company+; Assistant
Hartford, Connecticut Secretary, Board of Trustees, five Mutual Funds sponsored by The
Age 47 Travelers Insurance Company.++ Prior to January 1995, Counsel, ITT
Hartford Life Insurance Company.
Lewis E. Daidone Managing Director of Smith Barney, Senior Vice President and Treasurer
Treasurer of 41 investment companies associated with Smith Barney, and Director
388 Greenwich Street and Vice President of SBMFM and TIA; Treasurer, Board of Trustees, five
New York, NY Mutual Funds sponsored by The Travelers Insurance Company.++
Age 39
Irving David Vice President of Smith Barney, Asset Management Division (March 1994-
Controller present) ); Controller, Board of Trustees, five Mutual Funds sponsored
388 Greenwich Street by The Travelers Insurance Company.++
New York, NY
Age 36
Thomas M. Reynolds Director of Smith Barney, Asset Management Division; Controller and
Controller Assistant Secretary of 35 investment companies associated with Smith
388 Greenwich Street Barney, (September 1991-present) ); Controller, Board of Trustees, five
New York, NY Mutual Funds sponsored by The Travelers Insurance Company.++
Age 37
</TABLE>
+ These seven Variable Annuity Separate Accounts are: The Travelers Growth
and Income Stock Account for Variable Annuities, The Travelers Quality
Bond Account for Variable Annuities, The Travelers Money Market Account
for Variable Annuities, The Travelers Timed Growth and Income Stock
Account for Variable Annuities, The Travelers Timed Short-Term Bond
Account for Variable Annuities, The Travelers
4
<PAGE> 22
Timed Aggressive Stock Account for Variable Annuities and The Travelers
Timed Bond Account for Variable Annuities.
++ These five Mutual Funds are: Capital Appreciation Fund, Cash Income
Trust, High Yield Bond Trust, Managed Assets Trust and The Travelers
Series Trust.
* Mr. McLendon is an "interested person" within the meaning of
the 1940 Act by virtue of his position as Managing Director of Smith Barney
Inc., an indirect wholly owned subsidiary of Travelers Group Inc. and also owns
shares and options to purchase shares of Travelers Group Inc., the indirect
parent of The Travelers Insurance Company.
Members of the Board of Trustees who are also officers or employees of
Travelers Group Inc. or its subsidiaries are not entitled to any fee. Members
of the Board of Trustees who are not affiliated as employees of Travelers Group
Inc. or its subsidiaries receive an aggregate retainer of $19,000 for service on
the Boards of the five Mutual Funds sponsored by The Travelers Insurance Company
and the seven Variable Annuity Separate Accounts established by The Travelers
Insurance Company. Board Members with 10 years of service may agree to provide
services as an emeritus director at age 72 or upon reaching 80 years of age and
will receive 50% of the annual retainer and 50% of meeting fees if attended.
They also receive an aggregate fee of $2,500 for each meeting of such Boards
attended.
DECLARATION OF TRUST
The Fund is organized as a Massachusetts business trust. Pursuant to
certain decisions of the Supreme Judicial Court of Massachusetts, shareholders
of such a trust may, under certain circumstances, be held personally liable as
partners for the obligations of the trust. However, even if the Fund were held
to be a partnership, the possibility of its shareholders incurring financial
loss for that reason appears remote because the Fund's Declaration of Trust
contains an express disclaimer of shareholder liability for obligations of the
Fund and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Fund or the Trustees,
and because the Declaration of Trust provides for indemnification out of Fund
property for any shareholder held personally liable for the obligations of the
Fund.
The Declaration of Trust provides that a Trustee shall be liable only
for his own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, a Trustee
shall not be liable for the neglect or wrongdoing of any such person; provided,
however, that nothing in the Declaration of Trust shall protect a Trustee
against any liability for his willful misfeasance, bad faith, gross negligence
or the reckless disregard of his duties.
Shareholders first elected Trustees at a meeting held on April 30,
1985, and most recently elected Trustees on April 23, 1993. No further
meetings of shareholders for the purpose of electing Trustees will be held,
unless required by law, and unless and until such time as less than a majority
of the Trustees holding office have been elected by shareholders, at which time
the Trustees then in office will call a shareholders' meeting for the election
of Trustees.
Except as set forth above, the Trustees shall continue to hold office,
unless required by law, and may appoint successor Trustees. Trustees may
voluntarily resign from office, or a Trustee may be removed from office (1) at
any time by two-thirds vote of the Trustees; (2) by a majority vote of Trustees
where any Trustee becomes mentally or physically incapacitated; and (3) either
by declaration in writing or at a meeting called for such purpose by the
holders of not less than two-thirds of the outstanding shares or other voting
interests of the Fund. The Trustees are required to call a meeting for the
purpose of considering the removal of a person serving as trustee, if requested
in writing to do so by the holders of not less than 10% of the outstanding
shares or other voting interests of the Fund. The Fund is required to assist
in Shareholders' communications. In accordance with current laws, insurance
companies using the Fund as an underlying investment option within their
variable contract will request voting instructions from contract owners
participating in such contracts, and will vote shares of the Fund in the same
proportion as the voting instructions received.
5
<PAGE> 23
Voting rights are not cumulative; therefore, the holders of more than
50% of the shares voting on the election of Trustees can, if they choose to do
so, elect all of the Trustees of the Fund, in which event the holders of the
remaining shares will be unable to elect any person as a Trustee.
No amendment may be made to the Declaration of Trust without a "vote
of a majority of the outstanding voting securities" of the Fund (as defined in
the 1940 Act).
INVESTMENT ADVISER
Travelers Asset Management International Corporation (TAMIC), an
indirect wholly owned subsidiary of Travelers Group Inc., furnishes investment
management and advisory services to the Fund in accordance with the terms of an
Investment Advisory Agreement which was approved by shareholders on April 23,
1993.
As required by the 1940 Act, the Advisory Agreement will continue in
effect for a period more than two years from the date of its execution only so
long as its continuance is specifically approved at least annually (i) by a
vote of a majority of the Board of Trustees, or (ii) by a vote of a majority of
the outstanding voting securities of the Fund. In addition, and in either
event, the terms of the Advisory Agreement must be approved annually by a vote
of a majority of the Board of Trustees who are not parties to, or interested
persons of any party to, the Advisory Agreement, cast in person at a meeting
called for the purpose of voting on such approval and at which the Board of
Trustees is furnished such information as may be reasonably necessary to
evaluate the terms of the Advisory Agreement. The Advisory Agreement further
provides that it will terminate automatically upon assignment; may be amended
only with prior approval of a majority of the outstanding voting securities of
the Fund; may be terminated without the payment of any penalty at any time upon
sixty days' notice by the Board of Trustees or by a vote of a majority of the
outstanding voting securities of the Fund; and may not be terminated by TAMIC
without prior approval of a new investment advisory agreement by a vote of a
majority of the outstanding voting securities of the Fund.
Under the terms of the Advisory Agreement, TAMIC shall:
(1) obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the investment
policy of the Fund, affecting the economy generally and
individual companies or industries, the securities of which are
included in the Fund's portfolio or are under consideration for
inclusion therein;
(2) be authorized to purchase supplemental research and other
services from brokers at an additional cost to the Fund;
(3) regularly furnish recommendations to the Board of Trustees with
respect to an investment program for approval, modification or
rejection by the Board of Trustees;
(4) take such steps as are necessary to implement the investment
program approved by the Board of Trustees; and
(5) regularly report to the Board of Trustees with respect to
implementation of the approved investment program and any other
activities in connection with the administration of the assets
of the Fund.
ADVISORY FEES
For furnishing investment management and advisory services to the
Fund, TAMIC is paid an amount equivalent on an annual basis to 0.3233% of the
average daily net assets of the Fund. The fee is computed daily and paid
weekly. For the three years ended December 31, 1995, 1996, and 1997 the
advisory fees were $4,034, $19,000, and $____________ respectively.
6
<PAGE> 24
REDEMPTIONS IN KIND
If conditions arise that would make it undesirable for the Fund to pay for all
redemptions in cash, the Fund may authorize payment to be made in portfolio
securities or other property.
However, the Fund has obligated itself under the 1940 Act to redeem
for cash all shares presented for redemption by any one shareholder up to
$250,000, or 1% of the Fund's net assets if that is less, in any 90-day period.
Securities delivered in payment of redemptions would be valued at the same
value assigned to them in computing the net asset value per share.
Shareholders receiving such securities would incur brokerage costs when these
securities are sold.
BROKERAGE
Subject to the general supervision of the Board of Trustees, TAMIC
shall be responsible for the investment decisions and the placement of orders
for portfolio transactions of the Fund. The Fund's portfolio transactions
occur primarily with issuers, underwriters or major dealers in money market
instruments acting as principals. Such transactions will normally be on a net
basis which will not involve payment of brokerage commissions. The cost of
securities purchased from an underwriter usually will include a commission paid
by the issuer to the underwriter; transactions with dealers normally will
reflect the spread between the bid and asked prices.
TAMIC will seek to obtain the best net price and most favorable
execution of orders for the purchase and sale of portfolio securities.
ADDITIONAL INFORMATION
The Travelers Insurance Company acts as transfer agent and dividend
disbursing agent for the Fund. The Travelers Insurance Company is a stock
insurance company chartered in 1864 in Connecticut and continuously engaged in
the insurance business since that time. It is a wholly owned subsidiary of The
Travelers Insurance Group Inc., which is indirectly owned, through a wholly
owned subsidiary, by Travelers Group Inc., a financial services holding
company. The Company's Home Office is located at One Tower Square, Hartford,
Connecticut 06183, telephone 860- 422-3985. On April 1, 1998, The Travelers
Insurance Company owned 100% of the Fund's outstanding shares.
PNC Bank NA, 200 Stevens Drive, Lester, PA, 19113 and Morgan Stanley
Trust Company, One Pierrepont Plaza Brooklyn NY, 11201 are custodians of all
securities and cash of the Fund.
First Data Investor Services Group, Inc., Exchange Place, Boston, MA,
02109 acts as transfer agent and dividend disbursing agent for the Fund.
The Fund terminated its audit relationship with its former principal
accountant, Coopers & Lybrand L.L.P. on January 31, 1997. On that same day,
KPMG Peat Marwick, LLP, independent certified public accountants, 345 Park
Ave., New York, NY 10154, was engaged as principal accountant for the Fund.
KPMG Peat Marwick LLP serves as the principal accountant for several other
affiliated mutual funds.
The services provided to the Fund by Coopers & Lybrand L.L.P. included
primarily for the year ended December 31, 1996 the examination of the Fund's
financial statements. The report by Coopers & Lybrand L.L.P. on the financial
statements for fiscal years ended December 31, 1996 and 1995, did not contain
an adverse opinion or disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope, or accounting principles.
The decision to change principal accountants was approved by the Board
of Trustees on January 31, 1997, where it was decided to engage KPMG Peat
Marwick LLP as the principal accountant to audit the Fund's financial
statements since it would promote consistency among affiliated mutual funds.
During the past two fiscal years and any subsequent interim period
preceding such termination, there were no disagreements with Coopers & Lybrand
L.L.P. on any matters of accounting principles or practices, financial
7
<PAGE> 25
statement disclosure, or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of the former accountant would have caused it
to make reference to the subject matter of disagreement in connection with its
report.
The financial statements for the year ended December 31, 1997 have been
audited by KPMG Peat Marwick, L.L.P., as indicated in their report thereon, and
are included in the Fund's Annual Report which is incorporated herein by
reference, in reliance upon the authority of said firm as experts in accounting
and auditing.
Except as otherwise stated in its prospectus or as required by law,
the Fund reserves the right to change the terms of the offer stated in its
prospectus without shareholder approval, including the right to impose or
change fees for services provided.
No dealer, salesman or other person is authorized to give any
information or to make any representation not contained in the Fund's
prospectus, this SAI or any supplemental sales literature issued by the Fund,
and no person is entitled to rely on any information or representation not
contained therein.
The Fund's prospectus and this SAI omit certain information contained
in the Fund's registration statement filed with the Securities and Exchange
Commission which may be obtained from the Commission's principal office in
Washington, D.C. upon payment of the fee prescribed by the Rules and
Regulations promulgated by the Commission.
8
<PAGE> 26
CASH INCOME TRUST
STATEMENT OF ADDITIONAL INFORMATION
9
<PAGE> 27
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) The financial statements of the Registrant and the Report of Independent
Accountants will be provided in a subsequent Post-Effective Amendment.
(b) Exhibits
1. Declaration of Trust. (Incorporated herein by reference to
Exhibit 1 to Post-Effective Amendment No. 23 to the Registration
Statement on Form N-1A filed on April 11, 1996.)
2. By-Laws of Cash Income Trust. (Incorporated herein by reference
to Exhibit 2 to Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A filed on April 11, 1996.)
5. Investment Advisory Agreement between the Registrant and
Travelers Asset Management International Corporation.
(Incorporated herein by reference to Exhibit 5 to Post-Effective
Amendment No. 23 to the Registration Statement on Form N-1A filed
on April 11, 1996.)
8(A). Form of Custody Agreement between the Registrant and PNC Bank,
N.A. To be filed by amendment.
8(B). Form of Custody Agreement between the Registrant and Morgan
Stanley Trust Company. To be filed by amendment.
9. Administrative Services Agreement between the Registrant and The
Travelers Insurance Company. (Incorporated herein by reference
to Exhibit 9 to Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A filed April 18, 1997.)
10. An opinion and consent of counsel as to the legality of the
securities registered by the Fund. To be filed by amendment.
11(A). Consent of Coopers & Lybrand L.L.P., Independent Accountants.
(To be filed in a subsequent Post-Effective Amendment.)
Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants. (To be filed in a subsequent Post-Effective
Amendment.)
11(B). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatories for Heath B. McLendon, Knight Edwards,
Robert E. McGill III, Lewis Mandell, Frances M. Hawk and Ian R.
Stuart. (Incorporated herein by reference to Exhibit 11(b) to
Post-Effective Amendment No. 23 to the Registration Statement on
Form N-1A filed April 11, 1996.)
<PAGE> 28
11(B) Power of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Lewis E. Daidone. (Incorporated herein by
reference to Exhibit 11(B) to Post-Effective Amendment No. 24 to
the Registration Statement on Form N-1A filed April 18, 1997.)
27. Financial Data Schedule. (To be filed in a subsequent
Post-Effective Amendment.)
Item 25. Persons Controlled By or Under Common Control With the Registrant
Not Applicable.
Item 26. Number of Holders of Securities
<TABLE>
<CAPTION>
Number of Record Holders
Title of Class as of February 1, 1998
-------------- ----------------------
<S> <C>
Shares of beneficial
interest, without par value Nine (9)
</TABLE>
Item 27. Indemnification
Provisions for the indemnification of the Fund's Trustees and officers are
contained in the Fund's Declaration of Trust which was filed with
Post-Effective Amendment No. 23 to this Registration Statement as Exhibit 1 on
April 11, 1996.
Rule 484 Undertaking
Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE> 29
Item 28. Business and Other Connections of Investment Adviser
Officers and Directors of Travelers Asset Management International Corporation
(TAMIC), the Fund's Investment Adviser, are set forth in the following table:
<TABLE>
<CAPTION>
Name Position with TAMIC Other Business
- ---- ------------------- --------------
<S> <C> <C>
Marc P. Weill Director and Chairman Senior Vice President **
David A. Tyson Director, President and Senior Vice President *
Chief Investment Officer
Joseph E. Rueli, Jr. Director, Senior Vice President Vice President*
and Chief Financial Officer
F. Denney Voss Director and Senior Senior Vice President*
Vice President
John R. Britt Director and Secretary Assistant Secretary *
Harvey Eisen Senior Vice President Senior Vice President**
Joseph M. Mullally Senior Vice President Vice President*
David Amaral Vice President Assistant Director*
John R. Calcagni Vice President Second Vice President*
Gene Collins Vice President Vice President*
John Green Vice President Second Vice President*
Thomas Hajdukiewicz Vice President Vice President*
Edward Hinchliffe III Vice President and Cashier Second Vice President & Cashier
Richard John Vice President Vice President*
Kathyrn D. Karlic Vice President Vice President*
David R. Miller Vice President Vice President*
Emil J. Molinaro Vice President Vice President*
Andrew Sanford Vice President Investment Officer*
Charles Silverstein Vice President Second Vice President*
Robert Simmons Vice President Assistant Investment Officer*
Jordan M. Stitzer Vice President Vice President*
Joel Straugh Vice President Vice President**
William H. White Treasurer Vice President and Treasurer *
Charles B. Chamberlain Assistant Treasurer Assistant Treasurer *
George C. Quaggin, Jr. Assistant Treasurer Assistant Treasurer *
Marla A. Berman Assistant Secretary Assistant Secretary**
Andrew Feldman Assistant Secretary Senior Counsel**
Millie Kim Assistant Secretary Senior Counsel**
Patricia A. Uzzel Compliance Officer Assistant Director*
Frank J. Fazzina Controller Director *
</TABLE>
* Positions are held with The Travelers Insurance Company, One Tower
Square, Hartford, Connecticut 06183.
** Positions are held with Travelers Group Inc., 388 Greenwich Street, New
York, N.Y. 10013.
<PAGE> 30
Item 29. Principal Underwriter
Not Applicable.
Item 30. Location of Accounts and Records
(1) Mutual Management Corp.
388 Greenwich Street
New York, NY 10013
(2) PNC Bank, N.A.
200 Stevens Drive
Lester, PA 19113
(3) Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, NY 11201
(4) First Data Services
P.O. Box 5127
Westborough, MA 01581-5127
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
The undersigned Registrant hereby undertakes to provide to each person to whom
a prospectus is delivered a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, Cash Income Trust, has duly caused this amendment to this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Hartford, State of Connecticut, on the 12th day
of February, 1998.
CASH INCOME TRUST
-----------------
(Registrant)
By: *HEATH B. McLENDON
---------------------------------
Heath B. McLendon
Chairman, Board of Trustees
Pursuant to the requirements of the Securities Act of 1933, this post-effective
amendment to this Registration Statement has been signed below by the following
persons in the capacities indicated on February 12, 1998.
*HEATH B. McLENDON Chairman of the Board
- ---------------------------------------
(Heath B. McLendon)
*KNIGHT EDWARDS Trustee
- ---------------------------------------
(Knight Edwards)
*ROBERT E. McGILL III Trustee
- ---------------------------------------
(Robert E. McGill III)
*LEWIS MANDELL Trustee
- ---------------------------------------
(Lewis Mandell)
*FRANCES M. HAWK Trustee
- ---------------------------------------
(Frances M. Hawk)
*LEWIS E. DAIDONE Treasurer
- ---------------------------------------
(Lewis E. Daidone)
*By: Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Trustees
<PAGE> 32
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
1. Declaration of Trust. Incorporated herein by reference
to Exhibit 1 to Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A filed on April 11, 1996.)
2. By-Laws of Cash Income Trust. (Incorporated herein by
reference to Exhibit 2 to Post-Effective Amendment
No. 23 to the Registration Statement on Form N-1A filed
on April 11, 1996.)
5. Investment Advisory Agreement between the Registrant
and Travelers Asset Management International Corporation.
(Incorporated herein by reference to Exhibit 5 to Post-Effective
Amendment No. 23 to the Registration Statement on Form N-1A
filed on April 11, 1996.)
8(a). Form of Custody Agreement between the Registrant To be filed by
and PNC Bank, N.A. amendment
8(b). Form of Custody Agreement between the Registrant To be filed by
and Morgan Stanley Trust Company amendment
9. Administrative Services Agreement between the
Registrant and The Travelers Insurance Company.
(Incorporated herein by reference to Exhibit 9 to
Post-Effective Amendment No. 24 to the Registration
Statement on Form N-1A filed April 18, 1997.)
10. An opinion and consent of counsel as to the legality To be filed by
of the securities registered by the Fund. amendment
11(A). Consent of Coopers & Lybrand L.L.P., Independent To be filed by
Accountants. amendment
Consent of KPMG Peat Marwick LLP, Independent To be filed by
Certified Public Accountants. amendment.
11(B). Powers of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatories for Heath B. McLendon,
Knight Edwards, Robert E. McGill III, Lewis Mandell,
Frances M. Hawk and Ian R. Stuart. (Incorporated herein
by reference to Exhibit 11(B) to Post-Effective Amendment
No. 23 to the Registration Statement on Form N-1A filed
April 11, 1996.)
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
Power of Attorney authorizing Ernest J. Wright or
Kathleen A. McGah as signatory for Lewis E. Daidone.
(Incorporated herein by reference to Exhibit 11(B) to Post-
Effective Amendment No. 24 to the Registration Statement on Form
N-1A filed April 18, 1997.)
27. Financial Data Schedule. To be filed by
Amendment.
</TABLE>
