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Registration Statement No. 2-79359
811-3568
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. 24
MANAGED ASSETS 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
Managed Assets Trust
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 May 1, 1999 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. 24 to the Registration Statement and
Post-Effective Amendment No. 23 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. 19 to the Registration Statement on Form N-1A filed on April 11, 1996.)
(b) By-Laws of Managed Assets Trust (Incorporated herein by reference to Exhibit 2 to
Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed on
April 11, 1996.)
(d)(1) Investment Advisory Agreement between the Registrant and Travelers Asset Management
International Corporation. Incorporated herein by reference to Exhibit 5(A) to
Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A filed on
April 11, 1996.)
(d)(2) Sub-Advisory Agreement between Travelers Asset Management International Corporation and
The Travelers Investment Management Company. (Incorporated herein by reference to
Exhibit 5(B) to Post-Effective Amendment No. 19 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., Lester, PA.
(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 23, 1998.)
(g)(2) Form of Subcustody Agreement between Morgan Stanley Trust Company and Subcustodian.
(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 23, 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.
20 to the Registration Statement on Form N-1A filed on February 20, 1997.)
(h)(2) Form of Transfer Agency and Registrar Agreement between the Registrant and First Data
Investor Services Group, Inc. (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 23, 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 24, 1998.)
(j)(1) Consent of PricewaterhouseCoopers LLP, Independent Accountants.
(j)(2) Consent of KPMG LLP, Independent Certified Public Accountants.
(j)(3) Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah 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. 19 to the Registration Statement on Form N-1 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. 20 to the Registration Statement on Form N-1A filed on February 20, 1997.)
(n) Financial Data Schedule.
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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. 19 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 "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 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 Managed Assets Trust, 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 Presidnet
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*
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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 *
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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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Officers and Directors of The Travelers Investment Management Company (TIMCO),
the Fund's Sub-Adviser, are set forth in the following table:
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Name Position with TIMCO Other Business
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Thomas W. Jones Director and Chairman Vice Chairman
Citigroup Inc.*
Chief Executive Officer of
Smith Barney Asset
Management Division
Sandip A. Bhagat Director, President and ** Not Applicable
Chief Executive Officer
Virgil H. Cumming Director Managing Director
Salomon Smith Barney Inc.*
Chief Investment Officer of
Smith Barney Asset
Management Division
Heath B. McLendon Director Managing Director
Salomon Smith Barney Inc.*
Emil J. Molinaro, Jr. Vice President Vice President
Citigroup Inc.**
Daniel B. Willey Vice President ** Not Applicable
Gloria G. Williams Vice President** Not Applicable
John W. Lau Vice President** Not Applicable
Feng Zhang Vice President** Not Applicable
Maggie M. Copeland Vice President** Not Applicable
Michael Loura Assistant Vice President** Not Applicable
Yining Xia Assistant Vice President** Not Applicable
Alexander Romeo Assistant Vice President** Not Applicable
Michael F. Rosenbaum Corporate Secretary General Counsel to
Smith Barney Asset
Management Division
Michael J. Day Treasurer Managing Director
Salomon Smith Barney Inc.*
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*Address: 388 Greenwich Street, New York, New York 10013
**Address: One Tower Square, Hartford, Connecticut 01683
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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, 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 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.
MANAGED ASSETS TRUST
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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
Exhibit
No. Description Method of Filing
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NOT APPLICABLE
