<PAGE> 1
FILE NOS: 2-74285
811-3274
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CASH INCOME TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
CASH INCOME TRUST
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF MEETING OF SHAREHOLDERS
March 6, 1998
To the Shareholders:
Notice is hereby given that the Meeting of Shareholders of Cash Income
Trust (the "Trust") will be held at its office at One Tower Square, Hartford,
Connecticut, on Monday, April 27, 1998 at 9:00 a.m. for the following purposes:
1. To elect five (5) members of the Board of Trustees, each to serve
until his or her successor is elected and qualifies.
2. To ratify the selection of KPMG Peat Marwick, LLP as independent
auditors of the Trust for the year ending December 31, 1998.
3. To amend the fundamental investment restriction of the Trust to
permit the Trust to invest up to 25% of its total assets in first tier
securities, as defined in Rule 2a-7, of a single issuer for a period of up
to three business days after the purchase thereof.
4. To act on any and all other business as may properly come before
the meeting.
The close of business on February 20, 1998 has been fixed as the record
date for the determination of beneficial Shareholders entitled to notice of and
to vote at said meeting.
By order of the Board of Trustees.
LOGO
ERNEST J. WRIGHT, SECRETARY
Please complete and return the enclosed proxy card as soon as possible in the
post-paid envelope provided. Your prompt response is appreciated.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU
OWN.
204
<PAGE> 3
CASH INCOME TRUST
PROXY STATEMENT FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, APRIL 27, 1998
THE BOARD OF TRUSTEES OF CASH INCOME TRUST (THE "TRUST") SOLICITS YOUR
PROXY FOR USE AT A MEETING OF SHAREHOLDERS AND AT ANY ADJOURNMENT OF IT. The
meeting will be held at 9:00 a.m. on Monday April 27, 1998, at the office of the
Trust, One Tower Square, Hartford, Connecticut. This proxy material is being
mailed to Shareholders beginning on or about March 6, 1998.
GENERAL
The purpose of Meeting of Shareholders is to elect five (5) members of the
Board of Trustees, to ratify the selection of KPMG Peat Marwick, LLP as
independent accountants of the Trust for the year ending December 31, 1998 and
to amend the fundamental investment restriction to permit the Trust to invest up
to 25% of its total assets in first tier securities, as defined in Rule 2a-7, of
a single issuer for a period of up to three business days after the purchase
thereof.
VOTE BY PROXY
A proxy card is enclosed for use at the meeting. The proxy card may be
revoked at any time before it is voted by sending a written notice of revocation
to the Trust's Secretary or by appearing in person to vote at the meeting. All
proxy cards which are properly executed and received in time and not so revoked
will be voted at the meeting in accordance with the instructions on them, if
any.
COST OF SOLICITATION
The cost of soliciting these proxies will be borne by the Trust. Pursuant
to a Management Agreement that became effective on May 1, 1993, The Travelers
Insurance Company ("Travelers Insurance") reimburses the Trust for the amount by
which the Trust's aggregate annual expenses (including, among other things, the
costs of printing, preparing and mailing special meeting notices and proxy
solicitation materials) exceed 1.25% of the Trust's average net assets for any
fiscal year during which the Management Agreement remains in effect. Travelers
Insurance is located at One Tower Square, Hartford, Connecticut 06183.
SHAREHOLDERS AND THE VOTE
The Trust has one class of Shares representing the entire beneficial
interest of the Trust. Each Share ranks equally with every other outstanding
Share. Shareholders are entitled to one vote for each full Share owned and
fractional votes for fractional Shares. Only beneficial Shareholders of record
at the close of business on February 20, 1998, (the record date) will be
entitled to notice of and to vote at the meeting. On the record date, there were
20,567,744.500 shares outstanding and entitled to be voted at the meeting. The
number of full and fractional votes, which you as a beneficial Shareholder are
entitled to provide instructions to cast is set forth on the enclosed proxy
card.
<PAGE> 4
Separate accounts which fund variable annuity contracts and variable life
insurance contracts issued by Travelers Insurance and The Travelers Life and
Annuity Company ("Travelers Life and Annuity") were the record owners of all of
the Shares of the Trust. On that same date, the following shareholder or group
beneficially owned more than 5% of the outstanding Shares of the Trust, other
than Travelers Insurance and The Travelers Life and Annuity Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP % OF FUND
- ------------------------------ -------------------- ----------
<S> <C> <C>
Michael H. O'Malley 1,083,724.938 9.52%
2910 Ashby Avenue
Berkley CA 94705
John W. Amerman 988,977.884 8.69%
Amerman Family Trust
2813 Via Segovia
Palos Verdes Estate, CA 90274
Charles J. Hire 855,171.458 7.51%
345 Mill Street
Lexington, OH 44904
James L. O'Quinn 628,440.059 5.52%
P.O. Box 2406
Augusta, GA 30903
Frank P. Callozzo 596,362.952 5.24%
1321 Heather Hill
Flossmoor, IL 60422
</TABLE>
This proxy material is being mailed to shareholders, as owners of, or
participants in, variable annuity and variable life contracts who had allocated
amounts to Cash Income Trust through certain separate accounts as of the record
date, (i.e. beneficial owners of the Shares). The Shareholders will direct
Travelers Insurance and Travelers Life and Annuity how they wish the Shares in
which they have a beneficial interest to be voted. Travelers Insurance and
Travelers Life and Annuity will vote all Shares held by it as instructed by the
contract owners or participants, and intends to vote all Shares for which no
instructions are received in the same proportion as they vote Shares for which
instructions are received.
VOTE REQUIRED
Approval of the Proposals require the affirmative "vote of a majority of
the outstanding voting securities" of the Trust. Under the Investment Company
Act of 1940 (the "1940 Act"), a "vote of a majority of the outstanding voting
securities" means the affirmative vote of (a) 67% of the outstanding voting
securities represented at the meeting, if more than 50% of the outstanding
voting securities are represented, or (b) more than 50% of the outstanding
voting securities, whichever is less. Abstentions will be counted as present for
purposes of determining a quorum, but will not be counted as voting with respect
to those proposals from which Shareholders abstain.
2
<PAGE> 5
ANNUAL REPORT
The Trust's Annual Report to Shareholders containing financial statements
for the fiscal year ended December 31, 1997 was mailed to all Shareholders of
record as of December 31, 1997. Copies of the Annual Report and the most recent
semi-annual report succeeding the Trust's Annual Report may be obtained by
writing to The Travelers Insurance Company, Annuity Services, One Tower Square,
Hartford, Connecticut 06183-5030 without charge, or by calling 1-800-842-9368.
1. ELECTION OF THE BOARD OF TRUSTEES
At the meeting, five (5) members of the Board of Trustees are to be elected
to hold office until the next annual meeting and until their successors shall
have been elected and qualify. Unless this authority has been withheld on the
proxy card, it is intended that the proxy card will be voted for the election of
the five nominees named below. If any of the nominees are unable to serve at the
time of the meeting, and there is no reason to believe they will not serve, the
persons named as proxies may vote for any other person or persons as they may
determine at their discretion. The following nominees are recommended by the
Nominating Committee pursuant to their meeting held on January 30, 1998.
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
TRUSTEE PRINCIPAL OCCUPATION 12/31/97
- ------------------- ---------------------------------------------------------- ----------
<C> <S> <C>
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 64 ("Smith Barney"); Chairman (1993-present), Smith Barney
Member Since 1995 Strategy Advisors, Inc.; President and Director
(1994-present), Mutual Management Corp.; Director and
President (1996-present), Travelers Investment Adviser,
Inc.; Chairman and Director of forty-two investment
companies associated with Smith Barney; Chairman, Board of
Trustees, Drew University; Advisory Director, First Empire
State Corporation; Chairman, Board of Managers, seven
Variable Annuity Separate Accounts of The Travelers
Insurance Company+; Chairman, Board of Trustees, five
Mutual Funds sponsored by The Travelers Insurance
Company++; prior to July 1993, Senior Executive Vice
President of Shearson Lehman Brothers Inc.; Vice Chairman
of Shearson Asset Management; Director of PanAgora Asset
Management, Inc. and PanAgora Asset Management Limited.
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & None
Age 74 Angell, Attorneys; Member, Advisory Board (1973-1994),
Member Since 1983 thirty-one mutual funds sponsored by Keystone Group, Inc.;
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
TRUSTEE PRINCIPAL OCCUPATION 12/31/97
- ------------------- ---------------------------------------------------------- ----------
<C> <S> <C>
Robert E. McGill, Retired manufacturing executive. Director (1983-1995), None
III Executive Vice President (1989-1994) and Senior Vice
Age 66 President, Finance and Administration (1983-1989), The
Member Since 1990 Dexter Corporation (manufacturer of specialty chemicals
and materials); Vice Chairman (1990-1992), Director
(1983-1995), Life Technologies, Inc. (life
science/biotechnology products); Director (1994-present),
The Connecticut Surety Corporation (insurance); Director
(1995-present) CN Bioscience, Inc. (life
science/biotechnology products); Director (1995-present),
Chemfab Corporation (specialty materials manufacturer);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Lewis Mandell Dean, College of Business Administration (1995-present), None
Age 55 Marquette University; Professor of Finance (1980-1995) and
Member Since 1990 Associate Dean (1993-1995), School of Business
Administration, and Director, Center for Research and
Development in Financial Services (1980-1995), University
of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Frances M. Hawk, Private Investor (1997-present), Portfolio Manager None
CFA, CFP (1992-present), HLM Management Company, Inc. (investment
Age 50 management); Assistant Treasurer, Pensions and Benefits
Member Since 1991 Management (1989-1992), United Technologies Corporation
(broad-based designer and manufacturer of high technology
products); Member, Board of Managers, seven Variable
Annuity Separate Accounts of The Travelers Insurance
Company+; Trustee, five Mutual Funds sponsored by The
Travelers Insurance Company++.
</TABLE>
- ---------------
+ These seven Variable Annuity Separate Accounts are: The Travelers Growth and
Income Stock Account for Variable Annuities; The Travelers Quality Bond
Account for Variable Annuities; The Travelers Money Market Account for
Variable Annuities; The Travelers Timed Growth and Income Stock Account for
Variable Annuities; The Travelers Timed Short-Term Bond Account for Variable
Annuities; The Travelers Timed Aggressive Stock Account for Variable
Annuities and The Travelers Timed Bond Account for Variable Annuities.
4
<PAGE> 7
++ These five Mutual Funds are: Capital Appreciation Fund; Cash Income Trust;
High Yield Bond Trust; Managed Assets Trust and The Travelers Series Trust.
* Mr. McLendon is an "interested person" within the meaning of the 1940 Act by
virtue of his position as Director of Smith Barney, Inc., a wholly owned
subsidiary of Travelers Group Inc. Mr. McLendon also owns shares and options
to purchase shares of Travelers Group Inc., the indirect parent of The
Travelers Insurance Company.
Prior to each annual meeting of Shareholders at which Trustees are to be
elected, or if a vacancy in the Board of Trustees occurs between such meetings,
the Nominating Committee of the Board of Trustees recommends candidates for
nomination as Trustees. The members of the Nominating Committee are those
members of the Board of Trustees who are not "interested persons" as defined in
the 1940 Act. Currently, these are Knight Edwards, Robert E. McGill III, Lewis
Mandell and Frances M. Hawk. During the fiscal year ended December 31, 1997, the
Nominating Committee held one meeting. The Committee will consider potential
nominees recommended by Shareholders. Any Shareholder desiring to present a
candidate to the Committee for consideration should submit the name of the
candidate, in writing, to the Trust's Secretary prior to December 31, 1998.
MEETINGS
There were four regular meetings and one special meeting of the Board of
Trustees during 1997. All members of the Board of Trustees attended at least 75%
of the aggregate of its meetings and the meetings of the committees of which
they were members.
COMPENSATION OF THE BOARD OF TRUSTEES
Members of the Board of Trustees who are also employees of Travelers Group
Inc. or its subsidiaries are not entitled to any fee. Members of the Board of
Trustees who are not affiliated as employees of Travelers Group Inc. or its
subsidiaries receive an aggregate annual retainer of $19,000 for service on the
Boards of the seven Variable Annuity Separate Accounts established by Travelers
Insurance and the five Mutual Funds sponsored by Travelers Insurance. They also
receive an aggregate fee of $2,500 for each meeting of such Boards attended.
In addition, the Fund has adopted an Emeritus Program for non-interested
Board members pursuant to which the Fund's Board and the management of the Fund
can continue to benefit from the experience of long-time Board members who have
resigned from the Board. Pursuant to this Program, Board members with 10 years
of service may agree to provide services as an emeritus director at age 72 and,
pursuant to resolutions adopted by the Fund, must retire from the Board at age
80. Service as an emeritus director is limited to 10 years. Each emeritus
director agrees to be available for consultation with the Board and management
of the Fund and may attend Board meetings.
5
<PAGE> 8
BOARD MEMBER COMPENSATION, BOARD AND COMMITTEE MEETINGS
<TABLE>
<CAPTION>
AMOUNTS PAID DURING CALENDAR YEAR
ENDED DECEMBER 31, 1997 FOR
FIVE MUTUAL FUNDS AND SEVEN VARIABLE
BOARD MEMBER SEPARATE ACCOUNTS (AGGREGATE FEE)
- ------------ ------------------------------------
<S> <C>
Heath B. McLendon N/A
Knight Edwards $31,500.00
Robert E. McGill III $34,000.00
Lewis Mandell $34,000.00
Frances M. Hawk $34,000.00
</TABLE>
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust recommends approval of the Proposal to
elect the five (5) members of the Board.
2. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
It is proposed that Shareholders ratify the action of the Board of
Trustees, taken on January 30, 1998 by a unanimous vote, cast in person,
including those members of the Board of Trustees who are not interested persons
of the Trust, to select the firm of KPMG Peat Marwick LLP as the independent
accountants of the Trust for the fiscal year ending December 31, 1998. A
representative from KPMG Peat Marwick LLP is expected to be present at the
meeting with the opportunity to make a statement if desired, and is expected to
be available to respond to appropriate questions.
The services provided to the Trust by KPMG Peat Marwick LLP were in
connection with the audit function for the year 1997 and included primarily the
examination of the Trust's financial statements and the review of filings made
with the Securities and Exchange Commission.
The Trust did not renew its audit relationship with its former principal
accountant, Coopers & Lybrand L.L.P. on January 31, 1997. On that same day, KPMG
Peat Marwick LLP was engaged as principal accountant for the Trust. KPMG Peat
Marwick LLP serves as the principal accountant for several other affiliated
mutual funds.
The report by Coopers & Lybrand L.L.P. on the financial statements for
fiscal years ended December 31, 1996 and 1995, did not contain an adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
The decision to change principal accountants was approved by the Board of
Trustees on January 31, 1997, where it decided to engage KPMG Peat Marwick LLP
as the principal accountant to audit the Trust's financial statements since it
would promote consistency and possible economies of scale among affiliated
mutual funds.
During the past two years and any subsequent interim period preceding such
termination, there were no disagreements with Coopers & Lybrand L.L.P. on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which
6
<PAGE> 9
disagreements if not resolved to the satisfaction of the former accountant,
would have caused it to make reference to the subject matter of disagreement in
connection with its report.
Attached as Exhibit A is a letter addressed to the Securities and Exchange
Commission from Coopers & Lybrand L.L.P. stating that Coopers & Lybrand agrees
with the statements set forth above with respect to the change of principal
accountants.
The Board also has an Audit Committee consisting of those members who are
not "interested persons" as defined in the 1940 Act. The Audit Committee reviews
the scope and results of the Trust's annual audits with the Trust's independent
accountant and recommends the engagement of the accountants. Currently, the
members of the Audit Committee are Knight Edwards, Robert E. McGill III, Lewis
Mandell and Frances M. Hawk who are not "interested persons" as defined in the
1940 Act. During the fiscal year ended December 31, 1997, the Audit Committee
held one meeting.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust recommends approval of the Proposal to
ratify the selection of KPMG Peat Marwick LLP as independent accountants.
3. PROPOSAL TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTIONS CONCERNING
DIVERSIFICATION OF CASH INCOME TRUST.
The Board of Trustees has approved, subject to shareholder vote, an
amendment to the Trust's fundamental investment restrictions which would amend
the current investment restriction of the Trust. The current investment
restriction concerning diversification provides that:
The Fund will not:
invest more than 5% of its assets in the securities of other single
issuers.
invest more than 5% of its assets in the securities of any one issuer,
including repurchase agreements with any one bank or dealer, exclusive of
securities issued or guaranteed by the United States Government, its
agencies or instrumentalities); however, in accordance with Rule 2a-7 of
the 1940 Act, to which the Fund is subject, agencies of the U.S. Government
are not excluded from this 5% limitation;
CONSIDERATIONS OF THE BOARD OF TRUSTEES
After consideration of the relevant factors, the Board of Trustees has
determined that it is appropriate for Shareholders to modify the Trust's
fundamental investment restrictions to permit the Trust to invest up to 25% of
its assets in first tier securities of a single issuer up to three days from
purchase of the security.
The primary purpose of this Proposal is to amend and update this money
market Fund's fundamental investment limitation on diversification to permit
greater flexibility in making investment decisions and to clarify its
application in light of rapidly changing law and regulatory
7
<PAGE> 10
interpretations. The adoption of this proposed limitation concerning
diversification will enable the Trust to invest according to the requirements of
Rule 2a-7.
All funds that hold themselves out to the public as money market funds or
that adopt the term "money market" in their name are required to comply with
Rule 2a-7 under the 1940 Act. In addition, Section 13 of the 1940 Act requires
all funds to adopt a fundamental policy regarding diversification of assets. In
recent years, Rule 2a-7 under the 1940 Act, which sets forth detailed guidelines
and requirements for the operation of money market funds, including
diversification requirements, has been the subject of considerable regulatory
focus. Specifically, Rule 2a-7 has been amended three times since 1991.
The Board of Trustees believes that in light of these recent regulatory
developments the current fundamental investment policy is more restrictive than
necessary and the Trust should be able to invest its assets in accordance with
Rule 2a-7.
The Board recommends that Shareholders vote to amend the Trust's
fundamental investment restriction concerning diversification. The Board
proposes that Shareholders approve adopting the proposed fundamental investment
restriction set forth below:
The Fund will not:
(1) invest more than 5% of its assets in the securities of any one
issuer, other than securities issued or guaranteed by the United States
Government. However, the Fund may invest up to 25% of its total assets in
first tier securities, as defined in Rule 2a-7, of a single issuer for a
period of up to three business days after the purchase thereof.
As discussed above, the Board of Trustees feels that the proposed
fundamental investment restriction would enhance the Trust's investment
flexibility and is in line with current practice for money market funds.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees recommends approval of the Proposal to amend the
Trust's fundamental investment restriction to enable the Trust to invest in
first tier securities of a single issuer up to three days from purchase of the
security.
4. OTHER BUSINESS
The Board of Trustees knows of no other business to be presented at the
meeting. The proxy card gives the persons named in the proxy the discretion to
vote according to their best judgment if any other business properly comes
before the meeting.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
The Trust does not have annual or any other regularly scheduled meetings of
Shareholders, and currently has no plans to hold another meeting of Shareholders
of the Trust. Special Meetings
8
<PAGE> 11
of the Shareholders may be called by the Trustees upon the written request of
Shareholders owning at least 25% of the outstanding Shares entitled to vote and
such written Shareholders request must be received by the Trust's Secretary at
One Tower Square, Hartford, Connecticut 06183 within a reasonable time before
the solicitation is made.
It is suggested that beneficial Shareholders submit their proposals by
Certified Mail -- Return Receipt Requested by December 31, 1998. The Securities
and Exchange Commission has adopted certain requirements which apply to any
proposals of Shareholders.
THE INVESTMENT ADVISER
TAMIC, One Tower Square, Hartford, Connecticut, serves as investment
adviser to the Trust pursuant to an Investment Advisory Agreement dated December
30, 1992.
THE TRUST'S ADMINISTRATION
Travelers Insurance, One Tower Square, Hartford, Connecticut 06183, is the
administrator of the Trust. Travelers has entered into a subadministrative
contract with an affiliate, Mutual Management Corp. (formerly Smith Barney
Mutual Funds Management, Inc.), to provide these services to the Trust.
OFFICERS OF THE TRUST
<TABLE>
<CAPTION>
NAME: TITLE POSITION HELD SINCE
----- ----- -------------------
<S> <C> <C>
Heath B. McLendon Chairman and President January 27, 1995
Ernest J. Wright Secretary October 21, 1994
Kathleen A. McGah Assistant Secretary January 27, 1995
Lewis E. Daidone Treasurer October 25, 1996
Irving David Controller October 25, 1996
Thomas Reynolds Controller October 25, 1996
Barbara Brinn Assistant Treasurer October 25, 1996
Marianne Motley Assistant Treasurer October 25, 1996
Anthony Pace Assistant Controller October 25, 1996
</TABLE>
The officers of the Trust serve for one year or until their respective
successors are chosen and qualified. The Trust pays no salaries or compensation
to any of its officers, all of whom are employees of The Travelers Insurance
Company and its affiliates.
9
<PAGE> 12
EXHIBIT A
[LETTERHEAD OF COOPERS & LYBRAND, L.L.P.]
February 26, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were informed on February 28, 1997, that the Board of Trustees of Cash
Income Trust (Commission File Number 2-74285) (the "Trust") voted to replace
Coopers & Lybrand L.L.P. as auditors of the Trust effective January 31, 1997.
We have read the Statements made by the Board of Trustees of the Trust as part
of the definitive Proxy Statement dated March 6, 1998, which we understand was
filed with the Commission, pursuant to Regulation 229, Item 304, as part of the
Trust's Proxy Book dated March 6, 1998. We agree with the statements concerning
our Firm in such Proxy.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coppers & Lybrand L.L.P.
<PAGE> 13
CASH INCOME TRUST
PROXY STATEMENT
VG-177 1998
204
<PAGE> 14
CASH INCOME TRUST
Proxy for a Special Meeting of Shareholders to be held on April 27, 1998
The undersigned, revoking all proxies heretofore given, hereby appoints Heath B.
McLendon and Robert E. McGill, III, or either one of them, as Proxies, with full
power of substitution, to vote on behalf of the undersigned all shares of Cash
Income Trust which the undersigned is entitled to vote at a Special Meeting
of Shareholders to be held at 9:00 a.m. on Monday, April 27, 1998 at One Tower
Square, Hartford, Connecticut, and at any adjournment thereof, in the manner
directed below with respect to the matters described in the Proxy Statement for
the Special Meeting, receipt of which is hereby acknowledged, and in their
discretion, upon such other matters as may properly come before the Special
Meeting or any adjournment thereof.
<TABLE>
<S> <C> <C> <C>
WITHHOLD FOR, except
Please vote by filling in the appropriate box FOR AUTHORITY vote withheld
below, as shown, using blue or black ink all for all for nominees
or dark pencil. Do not use red ink. [ ] nominees nominees listed below
1. Election of the Board of Managers - Nominees: [ ] [ ] [ ]
Heath B. McLendon, Knight Edwards,
Robert E. McGill, III, Lewis Mandell,
and Frances M. Hawk. |_
FOR AGAINST ABSTAIN
2. Ratification of the selection of KPMG [ ] [ ] [ ]
Peat Marwick, L.L.P. as independent accountants
for the fiscal year ending December 31, 1998.
|_ |_ |_
3. Proposal to amend the fundamental investment
restriction of the Trust. [ ] [ ] [ ]
</TABLE>
In their discretion, the Proxies are authorized to vote on any and all other
business as may properly come before the meeting.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD. 204
<PAGE> 15
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE BOARD OF
TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3. THE SHARES REPRESENTED
HEREBY WILL BE VOTED BY THE PROXIES IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
DATE: ,1998
-----------------------
If signing in a representative capacity (as
attorney, executor or administrator, trustee,
guardian or custodian, corporate officer or
general partner), please indicate such capacity
following signature. Proxies for custodian
accounts must be signed by the named custodian,
not by the minor.
----------------------------------------------
----------------------------------------------
Signature(s) if held
jointly (Title(s), if required) 204
