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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. 28
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 28
MONEY MARKET PORTFOLIO
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(FORMERLY 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: (860) 277-0111
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ERNEST J. WRIGHT
Secretary to the Board of Trustees
Money Market Portfolio
One Tower Square
Hartford, Connecticut 06183
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: _____________________
It is proposed that this filing will become effective (check appropriate box):
_X__ immediately upon filing pursuant to paragraph (b).
____ on pursuant to paragraph (b).
____ 60 days after filing pursuant to paragraph (a)(1).
____ on pursuant to paragraph (a)(1).
____ 75 days after filing pursuant to paragraph (a)(2).
____ on ______, 1999 pursuant to paragraph (a)(2) of Rule 485.
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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The sole purpose of this Registration Statement is to incorporate by reference
Post-Effective Amendment No. 27 to the Registration Statement and
Post-Effective Amendment No. 26 to the Registration Statement into this
Registration Statement.
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PART C
OTHER INFORMATION
Item 23. EXHIBITS
(a) 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.) Amendment No. 2 to the Declaration of
Trust. (Incorporated herein by reference to Exhibit 1(a) to
Post-Effective Amendment No. 26 to the Registration Statement on Form
N-1A filed on April 22, 1998)
(b) By-Laws of Money Market Portfolio (formerly 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.)
(d) 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.)
(g)(1) Form of Custody Agreement between the Registrant and PNC Bank, N.A.
(Incorporated herein by reference to Exhibit 8(a) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1, File No.
2-76640, filed April 22, 1998.)
(g)(2) Form of Subcustody Agreement between Morgan Stanley Trust Company and
Subcustodians. (Incorporated herein by reference to Exhibit 8(b) to
Post-Effective Amendment No. 27 to the Registration Statement on Form
N-1, File No. 2-76640, filed April 22, 1998.)
(h)(1) 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.)
(h)(2) Form of Transfer Agency and Registrar Agreement. (Incorporated herein by
reference to Exhibit 9(b) to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1, File No. 2-76640, filed April 22,
1998.)
(i) An opinion and consent of counsel as to the legality of the securities
registered by the Fund. (Incorporated herein by reference to the
Registrant's most recent Rule 24f-2 Notice filing on March 25, 1998.)
j(1) Consent of PricewaterhouseCoopers L.L.P., Independent Accountants.
To be filed by amendment.
j(2) Consent of KPMG LLP, Independent Certified Public
Accountants. To be filed by amendment
j(3) 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.)
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j(4) 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.)
(n) Financial Data Schedule. To be filed by amendment.
Item 24. Persons Controlled By or Under Common Control With the Registrant
Not Applicable.
Item 25. 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.
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Item 26. 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
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<S> <C> <C>
Marc P. Weill Director and Chairman Senior Vice President **
Chief Investment Officer
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 Vice Senior Vice President*
President
John R. Britt Director and Secretary Assistant Secretary *
Glenn N. Marchak 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*
Allen R. Cantrell Vice President
A. William Carnduff Vice President
Gene Collins Vice President Vice President*
Angela Pellegrini Degis Vice President
Craig Farnsworth Vice President
Bruce E. Fox Vice President
Carl Franzetti Vice President
Kothandaraman Ganesh Vice President
John F. Gilsenan Vice President
Kimerly M. Polak Guerrero Vice President
John F. Green Vice President Second Vice President*
Thomas Hajdukiewicz Vice President Vice President*
Edward Hinchliffe III Vice President and Cashier Second Vice President and Cashier*
Richard E. John Vice President Vice President*
Kathryn D. Karlic Vice President Vice President*
Kurt Lin Vice President
David R. Martin Vice President
Paul A. Mataras Vice President
David R. Miller Vice President Vice President*
Robert E. Mills Vice President
Emil J. Molinaro Vice President Vice President*
John W. Petchler Vice President
Steven A. Rosen Vice President
Andrew Sanford Vice President Investment Officer*
Eric L. Sappenfield Vice President
</TABLE>
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<TABLE>
<S> <C> <C>
Charles H. Silverstein Vice President Second Vice President*
Robert Simmons Vice President Assistant Investment Officer*
Jordan M. Stitzer Vice President Vice President*
Joel Strauch Vice President Vice President*
Teresa M. Torrey Vice President
Pamela D. Westmoreland Vice President
William M. Gardner Assistant Vice President
Jeremy C. Hughes Assistant Vice President
Matthew J. McInerny Assistant Vice President
Lisa A. Thomas Assistant Vice President
William H. White Treasurer Vice President and Treasurer *
Charles B. Chamberlain Assistant Treasurer Assistant Treasurer *
George M. 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
** Positions held with Travelers Investment Group Inc., 388 Greenwich Street,
New York, N.Y.
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Item 27. Principal Underwriter
Not Applicable.
Item 28. 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 Investor Services Group, Inc.
53 State Street
Boston, MA 02109
Item 29. Management Services
Not Applicable.
Item 30. 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Fund, Money Market Portfolio, certifies that it meets
all of the requirements for effectiveness of this post-effective amendment to
this registration statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this amendment to this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Hartford, and state of Connecticut, on the 20th day of April 1999.
MONEY MARKET PORTFOLIO
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(Registrant)
By: *HEATH B. McLENDON
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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 the 20th day of April 1999.
*HEATH B. McLENDON Chairman of the Board
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(Heath B. McLendon)
*KNIGHT EDWARDS Trustee
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(Knight Edwards)
*ROBERT E. McGILL III Trustee
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(Robert E. McGill III)
*LEWIS MANDELL Trustee
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(Lewis Mandell)
*FRANCES M. HAWK Trustee
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(Frances M. Hawk)
*LEWIS E. DAIDONE Treasurer
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(Lewis E. Daidone)
*By: /s/Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Trustees
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
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<S> <C> <C>
NOT APPLICABLE
</TABLE>
