<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 19
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18
MANAGED ASSETS TRUST
(Exact name of Registrant)
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (203) 277-0111
ERNEST J. WRIGHT
Secretary to the Board of Trustees
Managed Assets Trust
One Tower Square
Hartford, Connecticut 06183
(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):
____immediately upon filing pursuant to paragraph (b)
_X__on May 1, 1995 pursuant to paragraph (b)
____60 days after filing pursuant to paragraph (a)(i)
____on ___________ pursuant to paragraph (a)(i)
____75 days after filing pursuant to paragraph (a)(ii)
____on ___________ pursuant to paragraph (a)(ii) 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.
<PAGE>
AN INDEFINITE NUMBER OF SHARES OF BENEFICIAL INTEREST OF THE REGISTRANT
WERE REGISTERED PURSUANT TO RULE 24F-2 OF THE INVESTMENT COMPANY ACT
OF 1940. A RULE 24F-2 NOTICE FOR REGISTRANT'S FISCAL YEAR ENDED DECEMBER
31, 1994 WAS FILED ON FEBRUARY 27, 1995.
<PAGE>
THIS REGISTRATION STATEMENT INCORPORATES BY REFERENCE
POST EFFECTIVE AMENDMENT NO. 18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Managed Assets Trust,
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 that it 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, State of Connecticut, on April 27, 1995.
MANAGED ASSETS TRUST
(Registrant)
By: *HEATH B. McLENDON
Heath B. McLendon
Chairman, Board of Trustees
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on April 27, 1995.
*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
*IAN R. STUART Treasurer and Chief Accounting
(Ian R. Stuart) Officer
*By: /s/ Ernest J. Wright
Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Trustees
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
<S> <C>
1. Declaration of Trust. (Incorporated herein by reference
to Exhibit 1(b)(1) to the Registration Statement on Form N-1
filed on September 15, 1982.)
2. By-Laws of Managed Assets Trust. (Incorporated herein
by reference to Exhibit 1(b)(2) to the Registration Statement
on Form N-1 filed on September 15, 1982.) Amendments
to the Registrant's By-Laws are also incorporated herein
by reference to Exhibits 24(b)(2) to Post-Effective Amendment
Nos. 5, 11 and 13 to the Registration Statement on Form N-1A.)
5(A). Investment Advisory Agreement between the Registrant
and Travelers Asset Management International Corporation.
(Incorporated herein by reference to Exhibit 24(b)(5)(A) to
Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A filed on February 17, 1993.)
5(B). Sub-Advisory Agreement between Travelers Asset Management
International Corporation and The Travelers Investment
Management Company. (Incorporated herein by reference to
Exhibit 24(b)(5)(B) to Post-Effective Amendment No. 15 to
the Registration Statement on Form N-1A filed on
February 17, 1993.)
8. Custody Agreement dated February 1, 1995 between
the Registrant and Chase Manhattan Bank, N.A., of
Brooklyn, New York. (Incorporated herein by reference
to Exhibit 8 to Post-Effective Amendment No. 18 to
the Registration Statement on Form N-1A filed on
April 20, 1995.
9. Transfer and Recordkeeping Agreement between the
Registrant and The Travelers Insurance Company.
(Incorporated herein by reference to Exhibit 24(b)(9) to
Post-Effective Amendment No. 14 to the Registration
Statement on Form N-1A filed on April 14, 1992.)
10. 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
24f-2 Notice filed on February 27, 1995.)
<PAGE>
11(A). Consent of Coopers & Lybrand L.L.P., Independent
Accountants, to the use of their name and opinion in
Part A and Part B of this Form N-1A and to the
incorporation by reference of their report. (Incorporated
herein by reference to Exhibit 11(A) to Post-Effective
Amendment No. 18 to the Registration Statement on
Form N-1A filed on April 20, 1995.
11(B). Powers of Attorney authorizing Ernest J. Wright as
signatory 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. 18 to
the Registration Statement on Form N-1A filed on
April 20, 1995.
27. Financial Data Schedule Electronically
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 138,954,376
<INVESTMENTS-AT-VALUE> 137,658,521
<RECEIVABLES> 7,395,679
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 145,054,200
<PAYABLE-FOR-SECURITIES> 4,129,560
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,732
<TOTAL-LIABILITIES> 4,167,292
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 135,473,729
<SHARES-COMMON-STOCK> 10,960,700
<SHARES-COMMON-PRIOR> 11,034,239
<ACCUMULATED-NII-CURRENT> 5,313,706
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,395,328
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,295,855)
<NET-ASSETS> 140,886,908
<DIVIDEND-INCOME> 2,413,670
<INTEREST-INCOME> 3,793,587
<OTHER-INCOME> 0
<EXPENSES-NET> 893,551
<NET-INVESTMENT-INCOME> 5,313,706
<REALIZED-GAINS-CURRENT> 1,907,694
<APPREC-INCREASE-CURRENT> 10,603,386
<NET-CHANGE-FROM-OPS> 3,381,986
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7,278,778
<DISTRIBUTIONS-OF-GAINS> 4,589,354
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 365,254
<NUMBER-OF-SHARES-REDEEMED> 1,321,839
<SHARES-REINVESTED> 883,046
<NET-CHANGE-IN-ASSETS> (15,880,255)
<ACCUMULATED-NII-PRIOR> 5,769,935
<ACCUMULATED-GAINS-PRIOR> 5,585,831
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 738,883
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 893,551
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 14.21
<PER-SHARE-NII> .46
<PER-SHARE-GAIN-APPREC> (.73)
<PER-SHARE-DIVIDEND> (.67)
<PER-SHARE-DISTRIBUTIONS> (.42)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.85
<EXPENSE-RATIO> .61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
