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Registration Statement No. 2-76640
811-3429
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 29
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29
CAPITAL APPRECIATION FUND
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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
Capital Appreciation Fund
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. 28 to the Registration Statement and
Post-Effective Amendment No. 27 to the Registraion Statement into this
Registration Statement.
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PART C
OTHER INFORMATION
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Item 23. EXHIBITS
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(a) Declaration of Trust. (Incorporated herein by reference to Exhibit 1 to Post-Effective
Amendment No. 24 to the Registration Statement on Form N-1A filed on April 11, 1996.)
(b) By-Laws of Capital Appreciation Fund. (Incorporated herein by reference to Exhibit 2 to
Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A filed on April
11, 1996.)
(d)(1) Investment Advisory Agreement between the Registrant and The Travelers Investment
Management Company. (Incorporated herein by reference to Exhibit 5(A) to Post-Effective
Amendment No. 25 to the Registration Statement on Form N-1A filed on February 20, 1997.)
(d)(2) Sub-Advisory Agreement between The Travelers Investment Management Company and Janus
Capital Corporation. (Incorporated herein by reference to Exhibit 5(B) to Post-Effective
Amendment No. 25 to the Registration Statement on Form N-1A filed on February 20, 1997.)
(g)(1) Form of Custody Agreement between the Registrant and PNC Bank, N.A. (Incorporated hereby
by reference to Exhibit 8(A) to Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A filed on April 22, 1998.)
(g)(2) Form of Subcustody Agreement between Morgan Stanley Trust Company and Subcustodians.
(Incorporated hereby by reference to Exhibit 8(B) to Post-Effective Amendment No. 27 to the
Registration Statement on Form N-1A filed on 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. 25
to the Registration Statement on Form N-1A filed on February 20, 1997.)
(h)(2) Form of Transfer Agency and Registrar Agreement between the Trust and First Data Investor
Services Group, Inc (Incorporated hereby by reference to Exhibit 9(b) to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed on April 22, 1998.)
(i) An opinion and consent of counsel as to the legality of the securities registered by the
Registrant. (Incorporated herein by reference to the Registrant's most-recent Rule 24f-2
Notice filing on March 25, 1998.)
(j)(1) Consent of PricewaterhouseCoopers LLP, 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. 24 to the Registration Statement on Form N-1A filed on April 11, 1996.)
(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. 25 to the Registration Statement on Form N-1A filed on February 20, 1997.)
(n) Financial Data Schedule. To be filed by amendment
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Item 24. Persons Controlled By or Under Common Control With the Fund
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. 24 to the Fund's Registration Statement as Exhibit 1 on April 11,
1996.
Rule 484 Undertaking
Insofar as indemnification for liability arising under the Securities Act of
1933 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liability (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 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 Investment Adviser for Capital Appreciation Fund, are set forth in
the following table:
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Name Position with TAMIC Other Business
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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
Charles H. Silverstein Vice President Second Vice President*
Robert Simmons Vice President Assistant Investment Officer*
Jordan M. Stitzer Vice President Vice President*
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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 *
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* 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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Executive Officers and Directors of Janus Capital Corporation, the Registrant's
Sub-Adviser, are set forth in the following table:
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Position with Janus
Name Capital Corporation Other Business
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Thomas H. Bailey President, Director Chairman of Trustees and
and Chairman President of Janus Aspen Series
Chief Executive Officer and Janus Investment Fund
Denver, Colorado
Chairman and Director
IDEX Management, Inc.
Largo, Florida
James P. Craig, III Chairman, Executive Vice President
Director and and Trustee
Chief Investment Officer Janus Aspen Series and
Janus Investment Fund
Denver, Colorado
Michael E. Herman Independent Director Chairman
Finance Committee
Ewing Marion Kauffman
Foundation
Kansas City, Missouri
President, Kansas City Royals
Baseball Team
Kansas, Missouri
Thomas A. McDonnell Independent Director President and Director,
DST Systems Inc.
Kansas City, Missouri
Director
Euronet Services, Inc.
Lakewood, Kansas
Michael Stolper Independent Director President,
Stolper & Co., Inc.
San Diego, California
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Position with Janus
Name Capital Corporation Other Business
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Thomas A. Early Vice President, General Vice General Counsel
Counsel and Secretary Janus Aspen Series and
Janus Investment Fund
Vice President
Janus Service Corp.
Janus Distributors, Inc.
Denver, Colorado
Steven R. Goodbarn Vice President of Finance, Vice President and Chief
Treasurer and Chief Financial Officer of
Financial Officer Janus Aspen Series and
Janus Investment Fund
Vice President of Finance
and Treasurer and CFO of
Janus Service Corp.,
Janus Distributors and Janus
Capital International Ltd.,
Denver, Colorado and
Director of Janus Capital
International Ltd.
Landon H. Rowland Independent Director President and Chief
Executive Officer
Kansas City Southern
Industries, Inc.
Mark B. Whiston Vice President and Director, President and CEO
Chief Marketing Officer Janus Capital International Ltd.
Denver, Colorado
Marjorie G. Hurd Vice President and President and Director
Chief Operations Officer Janus Service Corp.
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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, Capital Appreciation Fund, 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 duy 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.
CAPITAL APPRECIATION FUND
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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
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Exhibit
No. Description Method of Filing
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NOT APPLICABLE
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