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THE CASH MANAGEMENT TRUST OF AMERICA
---------------------
NOTICE OF MEETING OF SHAREHOLDERS
NOVEMBER 19, 1999
------------------------
TO THE SHAREHOLDERS OF
THE CASH MANAGEMENT TRUST OF AMERICA:
A Meeting of Shareholders of The Cash Management Trust of America (the
"Fund") will be held at the offices of the Fund, 333 South Hope Street, 55th
Floor, Los Angeles, California, on Friday, November 19, 1999 at 9:30 a.m., local
time, to consider and vote on the following matters described under the
corresponding numbers in the accompanying Proxy Statement:
(1) election of a Board of 10 Trustees;
(2) ratification of the selection of PricewaterhouseCoopers LLP as
independent accountant for the Fund for the fiscal year 2000;
(3) such other matters as may properly come before the meeting.
You are entitled to vote if you held shares of the Fund at the close of
business on August 25, 1999.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS
OF A MAJORITY OF THE SHARES OF THE FUND OUTSTANDING ON THE RECORD DATE ARE
PRESENT IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF TRUSTEES. THE PROXY IS
REVOCABLE, AND YOUR SIGNING WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE
EVENT THAT YOU ATTEND THE MEETING.
By Order of the Board of Trustees,
JULIE F. WILLIAMS
SECRETARY
September 24, 1999
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<S> <C> <C>
IMPORTANT
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. PLEASE
MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN SO WE HAVE A QUORUM AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. YOU MAY ALSO VOTE BY TELEPHONE OR THE INTERNET BY FOLLOWING INSTRUCTIONS
THAT APPEAR ON THE ENCLOSED PROXY INSERT.
[09-CMTA]
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THE CASH MANAGEMENT TRUST OF AMERICA
333 South Hope Street, Los Angeles, California
--------------------------
PROXY STATEMENT
MEETING OF SHAREHOLDERS
NOVEMBER 19, 1999
---------------------
The enclosed Proxy is solicited by the Board of Trustees of the Fund in
connection with the Meeting of Shareholders to be held on Friday, November 19,
1999. Every Proxy returned in time to be voted at the meeting will be voted and,
if you specify how to vote on any proposal, the Proxy will be voted accordingly.
Unless you specify otherwise, the Proxy will be voted in favor of the proposal.
You can revoke a Proxy prior to its exercise, either by filing with the Fund a
written notice of revocation, by delivering a duly executed Proxy bearing a
later date, or by attending the meeting and voting in person. This Proxy was
first mailed to shareholders on or about September 24, 1999.
At the close of business on August 25, 1999, the record date fixed by the
Board of Trustees for the determination of shareholders entitled to notice of
and to vote at the meeting, there were outstanding 5,548,743,263 shares of
beneficial interest, the only authorized class of securities of the Fund (the
"Shares"). Each Share is entitled to one vote. There is no provision for
cumulative voting. No person owned of record or was known by the Fund to own
beneficially 5% or more of the outstanding shares of the Fund.
With respect to the election of Trustees (Item 1), the 10 nominees receiving
the highest number of votes will be elected. The vote required to approve Item 2
is the affirmative vote of a majority of the Shares present or represented by
proxy.
If sufficient votes are not received by the meeting date, a person named as
proxy may propose one or more adjournments of the meeting for up to 120 days in
the aggregate to permit further solicitation of Proxies. The persons named as
proxies may vote all Proxies in favor of such adjournment. Signed but unmarked
Proxies will be voted for the Trustees nominated below and in favor of the
proposal. Shareholders who return Proxies marked as abstaining from voting on
one or more proposals are treated as being present at the meeting for purposes
of obtaining the quorum necessary to hold the meeting, but are not counted as
part of the vote necessary to approve the proposal(s). If brokers holding Shares
1
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for their customers in Street Name have not received instructions and are not
authorized to vote without instruction, those Shares also will be treated as
abstentions.
1. ELECTION OF TRUSTEES.
Ten Trustees are to be elected at the meeting, each to hold office until
their resignation or removal and until a successor is elected and qualified.
Because meetings of shareholders will not be held each year, the Trustees' terms
will be indefinite in length. All of the nominees for Trustee except Richard G.
Capen, Jr., Don R. Conlan, Diane C. Creel, Leonard R. Fuller, and Frank M.
Sanchez were elected by the shareholders at the meeting held on March 15, 1993.
Diane C. Creel and Leonard R. Fuller were elected by the Trustees on September
22, 1994; Don R. Conlan was elected by the Trustees on December 16, 1996.
Richard G. Capen, Jr. and Frank M. Sanchez have been nominated by the Trustees.
Herbert Hoover III, a Trustee since 1977, has reached the Fund's retirement age
and is not seeking re-election.
Each of the nominees has agreed to serve as Trustee if elected. If, due to
presently unforeseen circumstances, any nominee is not available for election,
the persons named as proxies will vote the signed but unmarked Proxies and those
marked for the nominated Trustees for such other nominee as the present Trustees
may recommend. The table below sets forth certain information regarding the
nominees.
2
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<CAPTION>
MEMBERSHIPS ON
CURRENT PRINCIPAL YEAR BOARD OF OTHER
NAME OF NOMINEE OCCUPATION AND FIRST REGISTERED INVESTMENT
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY
AND AGE DURING PAST FIVE YEARS # TRUSTEE HELD COMPANIES
- ----------------------- --------------------------------------- ------------ --------------------------------------------
<S> <C> <C> <C>
Richard G. Capen, Jr. Corporate Director and author; former Nominee The American Funds Group:
(Nominee) United States Ambassador to Spain; (Director/Trustee - 5 other funds)
63 former Vice Chairman of the Board,
Knight Ridder, Inc.; former Chairman
and Publisher, THE MIAMI HERALD
H. Frederick Christie Private investor. Former President and 1976 The American Funds Group:
(Trustee) Chief Executive Officer, the Mission (Director/Trustee - 18 other funds)
66 Group (non-utility holding company, The American Variable Insurance Series
subsidiary of Southern California
Edison Company)
Don R. Conlan * President (retired), The Capital Group 1996 The American Funds Group:
(Trustee) Companies, Inc. (Director/Trustee - 11 other funds)
63
Diane C. Creel CEO and President, The Earth Technology 1994 The American Funds Group:
(Trustee) Corporation (international consulting (Director/Trustee - 11 other funds)
50 engineering) Allegheny Teledyne Incorporated
B. F. Goodrich
Martin Fenton Chairman, Senior Resource Group, LLC 1989 The American Funds Group:
(Trustee) (development and management of senior (Director/Trustee - 13 other funds)
64 living communities) The American Variable Insurance Series
Raintree Healthcare Corporation
<CAPTION>
SHARES BENEFICIALLY
OWNED, DIRECTLY OR
INDIRECTLY, AT
AUGUST 25, 1999
NAME OF NOMINEE -------------------------
(POSITION WITH FUND) THE AMERICAN
AND AGE FUND FUNDS GROUP
- ----------------------- --------- --------------
<S> <C> <C>
Richard G. Capen, Jr. 1,000 33,192
(Nominee)
63
H. Frederick Christie 189,522 382,158
(Trustee)
66
Don R. Conlan * 937,559+ 1,754,110+
(Trustee)
63
Diane C. Creel 1,000 2,759
(Trustee)
50
Martin Fenton 5,176 28,733
(Trustee)
64
</TABLE>
3
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<TABLE>
<CAPTION>
MEMBERSHIPS ON
CURRENT PRINCIPAL YEAR BOARD OF OTHER
NAME OF NOMINEE OCCUPATION AND FIRST REGISTERED INVESTMENT
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY
AND AGE DURING PAST FIVE YEARS # TRUSTEE HELD COMPANIES
- ----------------------- --------------------------------------- ------------ --------------------------------------------
<S> <C> <C> <C>
Leonard R. Fuller President, Fuller Consulting (finan- 1994 The American Funds Group:
(Trustee) cial management consulting firm) (Director/Trustee - 11 other funds)
52 The American Variable Insurance Series
Abner D. Goldstine* Senior Vice President and Director, 1981 The American Funds Group:
(President and Capital Research and Management (Director/Trustee - 11 other funds)
Trustee) Company
69
Paul G. Haaga, Jr. * Executive Vice President and Director, 1993 The American Funds Group:
(Chairman of the Capital Research and Management (Director/Trustee - 13 other funds)
Board) Company
50
Richard G. Newman Chairman, President and CEO AECOM 1991 The American Funds Group:
(Trustee) Technology Corporation (architectural (Director/Trustee - 12 other funds)
64 engineering)
Frank M. Sanchez Principal, The Sanchez Family Nominee The American Funds Group:
(Nominee) Corporation dba McDonald's Restaurants (Director/Trustee - 3 other funds)
55 (McDonald's licensee)
<CAPTION>
SHARES BENEFICIALLY
OWNED, DIRECTLY OR
INDIRECTLY, AT
AUGUST 25, 1999
NAME OF NOMINEE -------------------------
(POSITION WITH FUND) THE AMERICAN
AND AGE FUND FUNDS GROUP
- ----------------------- --------- --------------
<S> <C> <C>
Leonard R. Fuller 411 6,394
(Trustee)
52
Abner D. Goldstine* 45,002+ 2,832,470+
(President and
Trustee)
69
Paul G. Haaga, Jr. * 117,390+ 461,667+
(Chairman of the
Board)
50
Richard G. Newman 2,607 43,391
(Trustee)
64
Frank M. Sanchez 2,000 8,838
(Nominee)
55
</TABLE>
4
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- ------------------------------
# Corporate positions, in some instances, may have changed during this period.
* Is considered an interested person of the Fund within the meaning of the
Investment Company Act of 1940 (the 1940 Act), on the basis of his
affiliation with Capital Research and Management Company (the Investment
Adviser).
+ Includes Shares beneficially held under a master retirement plan.
Capital Research and Management Company manages The American Funds Group
consisting of 29 funds: AMCAP Fund, Inc., American Balanced Fund, Inc.,
American High-Income Municipal Bond Fund, Inc., American High-Income Trust,
American Mutual Fund, Inc., The Bond Fund of America, Inc. The Cash
Management Trust of America, Capital Income Builder, Inc., Capital World
Growth and Income Fund, Inc., Capital World Bond Fund, Inc., EuroPacific
Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc.,
The Income Fund of America, Inc., Intermediate Bond Fund of America, The
Investment Company of America, Limited Term Tax-Exempt Bond Fund of America,
The New Economy Fund, New Perspective Fund, Inc., New World Fund, Inc.,
SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The
Tax-Exempt Fund of California, The Tax-Exempt Fund of Maryland, The
Tax-Exempt Fund of Virginia, The Tax-Exempt Money Fund of America, The U.S.
Treasury Money Fund of America, U.S. Government Securities Fund and
Washington Mutual Investors Fund, Inc. Capital Research and Management
Company also manages American Variable Insurance Series and Anchor Pathway
Fund which serve as the underlying investment vehicles for certain variable
insurance contracts and Endowments, whose shareholders are limited to (i)
any entity exempt from taxation under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended ("501(c)(3) organization"), (ii) any trust,
the present or future beneficiary of which is a 501(c)(3) organization, and
(iii) any other entity formed for the primary purpose of benefiting a
501(c)(3) organization. An affiliate of Capital Research and Management
Company, Capital International, Inc., manages Emerging Markets Growth Fund,
Inc.
The Fund has an Audit Committee composed of H. Frederick Christie and
Leonard R. Fuller. The Committee's functions include such specific matters as
recommending the independent accountant to the Board of Trustees, reviewing the
audit plan and results of the audits and considering other matters deemed
appropriate for consideration by the Board of Trustees and/or the Committee.
The Fund has a Nominating Committee which is composed of all Trustees who
are not considered to be "interested persons" of the Fund within the meaning of
the 1940 Act. The Committee's functions include selecting and recommending to
the Board of Trustees nominees for election as Trustees of the Fund. While the
Committee normally is able to identify from its own resources an ample number of
qualified candidates, it will consider shareholder suggestions of persons to be
considered as nominees to fill future vacancies on the board. Such suggestions
must be sent in writing to the Nominating Committee of the Fund, c/o the Fund's
Secretary, and must be accompanied by complete biographical and occupational
data on the prospective nominee, along with a written consent of the prospective
nominee to consideration of his or her name by the Committee.
The Fund has a Contracts Committee which is composed of all Trustees who are
not considered to be "interested persons" of the Fund within
5
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the meaning of the 1940 Act. The Contracts Committee's function is to request,
review and consider the information deemed necessary to evaluate the terms of
the investment advisory and principal underwriting agreements and the Plan of
Distribution under rule 12b-1 that the Fund proposes to enter into, renew or
continue and to make its recommendations to the full Board of Trustees on these
matters.
Each Trustee is paid a fee of $4,000 per annum plus $200 for each Board of
Trustees meeting attended and $200 for each meeting attended as a member of a
committee of the Board of Trustees.
There were four Board of Trustees, two Audit Committee, one Contracts
Committee, and two Nominating Committee meetings during the year ended September
30, 1998. All incumbent Trustees attended at least 75% of all Board meetings and
meetings of the committees of which they were members.
The Fund pays no salaries or other compensation to its Trustees other than
Trustees fees, which are paid to those Trustees who are unaffiliated with the
Investment Adviser as described below.
TRUSTEE COMPENSATION
<TABLE>
<CAPTION>
TOTAL COMPENSATION
(INCLUDING VOLUNTARILY
DEFERRED COMPENSATION)
AGGREGATE COMPENSATION FROM ALL FUNDS MANAGED TOTAL
(INCLUDING VOLUNTARILY BY CAPITAL RESEARCH NUMBER OF
DEFERRED AND MANAGEMENT FUND BOARDS
COMPENSATION(1)) FROM COMPANY) DURING THE ON WHICH
THE FUND DURING FISCAL FISCAL YEAR ENDED TRUSTEE
TRUSTEE OR NOMINEE YEAR ENDED 9/30/98 9/30/98 SERVES(2)
- ------------------------------- ----------------------- ---------------------- -------------------
<S> <C> <C> <C>
Richard G. Capen, Jr........... none(3) $ 33,250 5
H. Frederick Christie.......... $ 6,000 180,700 19
Don R. Conlan.................. none(5) none(5) 12
Diane C. Creel................. 5,200 44,650 12
Martin Fenton.................. 5,600(4) 122,584 15
Leonard R. Fuller.............. 6,000 49,850 13
Abner D. Goldstine............. none(5) none(5) 12
Paul G. Haaga, Jr.............. none(5) none(5) 14
Richard G. Newman.............. 5,600(4) 100,650 13
Frank M. Sanchez............... none(3) none(3) none
</TABLE>
- ------------------------------
(1) Amounts may be deferred by eligible Trustees under a non-qualified
deferred compensation plan adopted by the Fund in 1993. Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Trustee.
(2) Includes funds managed by Capital Research and Management Company and
affiliates.
(3) Richard G. Capen, Jr. and Frank M. Sanchez have been nominated as Trustees
of the Fund and as such have not received any remuneration from the Fund as
of this time.
6
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(4) Since the deferred compensation plan's adoption in 1993, the total amount
of deferred compensation accrued by the Fund (plus earnings thereon) for
participating Trustees is as follows: Martin Fenton ($4,365) and Richard G.
Newman ($20,619).
(5) Don R. Conlan, Abner D. Goldstine and Paul G. Haaga, Jr. are affiliated
with the Fund's Investment Adviser and, therefore, receive no remuneration
from the Fund.
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME OFFICER
(POSITION WITH FUND) CONTINUOUSLY
AND AGE PRINCIPAL OCCUPATION (1) SINCE (2)
- ------------------------ --------------------------------------------------- -----------------
<S> <C> <C>
Teresa S. Cook Senior Vice President - Investment Management 1991
(Vice President) Group, Capital Research and Management Company
46
Michael J. Downer Senior Vice President - Fund Business Management 1994
(Vice President) Group, Capital Research and Management Company
44
Julie F. Williams Vice President - Fund Business Management Group, 1982
(Secretary) Capital Research and Management Company
51
Anthony W. Hynes, Jr. Vice President - Fund Business Management Group, 1993
(Treasurer) Capital Research and Management Company
36
</TABLE>
- ------------------------------
(1) The occupations shown reflect the principal employment of each individual
during the past five years. Corporate positions, in some instances, may have
changed during this period.
(2) Officers hold office until their respective successors are elected, or
until they resign or are removed.
No officer, director or employee of the Investment Adviser receives any
remuneration from the Fund. All Trustees and officers as a group owned
beneficially fewer than 1% of the Shares outstanding on August 25, 1999.
2. RATIFICATION OF THE SELECTION BY THE BOARD OF TRUSTEES OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANT
Shareholders are requested to ratify the selection by the Board of Trustees
(including a majority of the Trustees who are not "interested persons" of the
Fund as that term is defined in the 1940 Act) of PricewaterhouseCoopers LLP as
independent accountant for the Fund for the fiscal year 2000. In addition to the
normal audit services, PricewaterhouseCoopers LLP provides services in
connection with the preparation and review of federal and state tax returns for
the Fund. PricewaterhouseCoopers LLP has served as the Fund's independent
accountant since inception and has advised the Fund that it has no material
direct or indirect financial interest in the Fund or its affiliates. The
7
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Fund's Audit Committee recommended that PricewaterhouseCoopers LLP be selected
as the Fund's independent accountant for the current fiscal year. The employment
of the accountant is conditioned upon the right of the Fund to terminate such
employment at any time without any penalty. No representative of
PricewaterhouseCoopers LLP is expected to attend the Meeting of Shareholders.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
ITS SELECTION OF PRICEWATERHOUSECOOPERS LLP.
OTHER MATTERS
Neither the persons named in the enclosed Proxy nor the Board of Trustees
are aware of any matters that will be presented for action at the meeting other
than the matters set forth herein. If any other matters requiring a vote of
shareholders arise, the Proxies will confer upon the person or persons entitled
to vote the Shares they represent a discretionary authority to vote the Shares
in respect to any such other matters in accordance with their best judgment in
the interest of the Fund and its shareholders.
SHAREHOLDER PROPOSALS
Any shareholder proposals for inclusion in Proxy solicitation material for a
shareholders meeting should be submitted to the Secretary of the Fund, at the
Fund's principal executive offices, 333 South Hope Street, Los Angeles, CA
90071. Any such proposals must comply with the requirements of rule 14a-8 under
the Securities Exchange Act of 1934.
Under the laws of Massachusetts, where the Fund is organized, the Fund is
not required to hold regular meetings of shareholders. Under the 1940 Act, a
vote of shareholders is required from time to time for particular matters but
not necessarily on an annual basis. As a result, it is not anticipated that the
Fund will hold shareholders meetings on a regular basis, and any shareholder
proposal received may not be considered until such a meeting is held.
GENERAL INFORMATION
Capital Research and Management Company is the investment adviser to the
Fund and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135
South State College Boulevard, Brea, CA 92821. American Funds Distributors, Inc.
is the principal underwriter of the Fund's shares and is located at the Los
Angeles and Brea addresses above and also at 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield
8
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Crossing Boulevard, Indianapolis, IN 46240, and 5300 Robin Hood Road, Norfolk,
VA 23513.
The enclosed Proxy is solicited by and on behalf of the Board of Trustees of
the Fund. The Fund will pay the cost of soliciting Proxies, consisting of
printing, handling and mailing of the Proxies and related materials. In addition
to solicitation by mail, certain officers and Trustees of the Fund, who will
receive no extra compensation for their services, may solicit by telephone,
telegram or personally. WE URGE ALL SHAREHOLDERS TO MARK, DATE, SIGN, AND RETURN
THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. YOU MAY ALSO VOTE YOUR PROXY BY TELEPHONE OR THE INTERNET BY
FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY INSERT.
YOU MAY OBTAIN A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT, WITHOUT
CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT 333 SOUTH HOPE STREET, LOS
ANGELES, LOS ANGELES, CA 90071 OR BY TELEPHONING 800/421-0180. THESE REQUESTS
WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
By Order of the Board of Trustees
JULIE F. WILLIAMS
SECRETARY
September 24, 1999
9
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THIS NOTICE OF MEETING AND PROXY
STATEMENT HAS BEEN PRINTED ON RECYCLED PAPER
[LOGO] THAT MEETS THE GUIDELINES OF THE UNITED STATES
ENVIRONMENTAL PROTECTION AGENCY.
</TABLE>
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PROXY CARD THE CASH MANAGEMENT TRUST OF AMERICA PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
FOR THE MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 19, 1999
The undersigned hereby appoints Michael J. Downer, Paul G. Haaga, Jr., Anthony
W. Hynes, Jr., and Julie F. Williams, and each of them, his/her true and lawful
agents and proxies with full power of substitution to represent the undersigned
at the Meeting of Shareholders to be held at the Office of the Fund, 333 South
Hope Street, 55/th/ Floor, Los Angeles, California, on Friday, November 19,
1999 at 9:30 a.m., on all matters coming before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER YOU DIRECTED. IF
NO DIRECTION IS GIVEN, WITH RESPECT TO ANY PARTICULAR ITEM, THIS PROXY WILL BE
VOTED FOR THE NOMINEES IN ITEM 1 AND FOR ITEM 2.
CONTROL NUMBER:
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. JOINT OWNERS
SHOULD EACH SIGN INDIVIDUALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL
CORPORATE NAME BY AN AUTHORIZED OFFICER. FIDUCIARIES SHOULD GIVE FULL TITLES.
Signature
Signature of joint owner, if any
Date
THE CASH MANAGEMENT TRUST OF AMERICA
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: []
<TABLE>
<CAPTION>
1. Election of Trustees: FOR ALL WITHHOLD FOR ALL
ALL EXCEPT
<S> <C> <C> <C> <C>
01 Richard G. Capen 06 Leonard R. Fuller
02 H. Frederick Christie 07 Abner D. Goldstine [] [] []
03 Don R. Conlan 08 Paul G. Haaga, Jr.
04 Diane C. Creel 09 Richard G. Newman
05 Martin Fenton 10 Frank M. Sanchez
</TABLE>
To withhold your vote for any individual nominee, mark the "For All Except" box
and write the nominee's number on the line provided below.
_____________________________________________________________________
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Ratification of selection of PricewaterhouseCoopers [] [] []
LLP as independent accountant:
</TABLE>
In their discretion, upon other matters as may properly come before the
meeting.
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS BY PROMPTLY RETURNING THE ENCLOSED PROXY.
