IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
PRIME CASH FUND
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
on December 22, 1995
TO SHAREHOLDERS OF THE FUND:
The purpose of this Notice is to advise you that an Annual Meeting
of the Shareholders of Prime Cash Fund will be held:
Place: (a) at the offices of the Fund at 380 Madison Avenue, New York, NY
10017;
Time: (b) on December 22, 1995
at 10:00 a.m. New York time.
Purposes: (c) for the following purposes:
(i) to elect six Trustees; each Trustee elected will
hold office until the next annual meeting of the Fund's
shareholders or until his or her successor is duly elected;
(ii) to ratify (that is, to approve) or reject the
selection of KPMG Peat Marwick LLP as the Fund's
independent auditors for the fiscal year ending December
31, 1995 (Proposal No. 1);
_________________________
Please Note:
If you do not expect to attend the Meeting, you are requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in
the accompanying stamped envelope. To avoid unnecessary expense to the Fund,
your cooperation is requested in mailing in your proxy no matter how large or
small your holding may be.
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(iii) to act upon any other matters which may properly
come before the Meeting at the scheduled time and place
or any adjourned meeting or meetings.
Who Can Vote To vote at the Meeting, you must have been a shareholder on the
What Shares: Fund's records at the close of business on November 17, 1995
(the "record date"). Also, the number of shares held by you
according to such records at the close of business on the
record date determines the number of shares you may vote at
the Meeting (or any adjourned meeting or meetings).
By Order of the Board of Trustees
EDWARD M. W. HINES
Secretary
December 2, 1995
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Prime Cash Fund
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
PROXY STATEMENT
INTRODUCTION
The purpose of the Notice (the first two pages of this document) is to
advise you of the time, place and purposes of an Annual Meeting of the
Shareholders of Prime Cash Fund (the "Fund"). The purpose of this proxy
statement (all the rest of this document) is to give you information on which
you may base your decisions as to the choices, if any, you make on the
enclosed proxy card.
This Notice and Proxy Statement are first being mailed on or about
December 2, 1995.
A copy of the Fund's most recent annual report and most recent
semi-annual report will be sent to you without charge upon written request to
the Fund's Distributor, Aquila Distributors, Inc., 380 Madison Avenue, Suite
2300, New York, NY 10017 or by calling 800-872-5859 toll-free or 212-697-6666.
The Fund's founder and Administrator (the "Administrator") is Aquila
Management Corporation, 380 Madison Avenue, Suite 2300, New York, NY 10017.
The Fund's investment adviser is TCW Funds Management, Inc., 865 South
Figueroa Street, Los Angeles, California, 90017.
The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Fund calls these persons the "proxy
holders." As to the election of Trustees you may authorize the proxy
holders to vote your shares for the entire slate indicated below by marking
the appropriate box on the proxy card or by merely signing and returning your
proxy card with no instructions. Or, you may withhold the authority of the
proxy holders to vote on the election of Trustees by marking the appropriate
box. Also, you may withhold that authority as to any particular nominee, by
striking a line through the nominee's name on the proxy card.
As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on that proposal by checking the appropriate box
"For" or "Against" or instruct them not to vote your shares on that proposal
by checking the "Abstain" box. If you return your signed proxy card and do not
check any box on a proposal, the proxy holders will vote your shares for that
proposal.
You may end the power of the proxy holders to vote your shares after you
have signed and returned your proxy card and before the power is used by (i)
so notifying the Fund in writing; (ii) signing a new and different proxy card
(if the Fund receives it before the old one is used); or (iii) voting your
shares in person or by your duly appointed agent at the meeting. Brokers'
shares held by them in "street name" and not voted or marked as abstentions
will not be counted for purposes of determining a quorum.
The Fund is sending you this Notice and Proxy Statement in connection with
the solicitation by its Trustees of proxy cards ("proxies") to be used at the
Annual Meeting to be held at the time and place and for the purposes indicated
in the Notice or any adjourned meeting or meetings. The Fund pays the costs of
the solicitation. Proxies are being solicited by the use of the mails; they
may also be solicited by telephone, FAX and personal interviews. Brokerage
firms, banks and others may be requested to forward this Notice and Proxy
Statement to beneficial owners of the Fund's shares so that these owners may
authorize the voting of these shares. The Fund will pay these firms for their
out-of-pocket expenses for doing so.
On the record date there were 55,675,036 shares of the Fund outstanding
and entitled to vote. On the record date, two nominees of PNC Bank, P.O. Box
7780, Philadelphia, Pennsylvania held of record 55,666,580 (99.9%). The Fund's
management is not aware of any person, other than those listed above,
beneficially owning more than 5% of its outstanding shares as of such date.
On the basis of information received from the holder listed (or in the case
of a nominee holder, the entity for which the nominee acts), the Fund's
management believes (i) that all of the shares indicated are held for the
benefit of custodial or trust clients; and (ii) that all of such shares could
be considered as "beneficially" owned by the named holder or entity in that
they possessed shared voting and/or investment powers as to such shares.
ELECTION OF TRUSTEES
Each Trustee elected will serve until the next annual meeting or until
his or her successor is duly elected. The nominees selected by the Trustees
are named in the table below. See "Introduction" above for information as to
how you can instruct the proxy holders as to the voting of your shares as to
the election of Trustees.
Each of the nominees is presently a Trustee, and was previously elected
by the shareholders. Each, other than Mr. Clinton, who was elected by the
Trustees to fill a vacancy in 1993, has been a Trustee since the beginning of
the Fund's operations in April, 1983. None of the nominees owns any shares of
the Fund. In the table below and elsewhere in this Proxy Statement the Fund's
Administrator, Aquila Management Corporation, is referred to as the
"Administrator" and the Fund's Distributor, Aquila Distributors, Inc., is
referred to as the "Distributor." On the record date the Trustees and
officers as a group owned less than 1% of the outstanding shares.
Mr. Herrmann is an interested person of the Fund as that term is defined in
the Investment Company Act of 1940 (the "1940 Act") as an officer of the Fund
and a Director, officer and shareholder of the Distributor. Mr. Mason is an
interested person of the Fund as an officer of the Fund. They are so
designated by an asterisk.
Described in the material below are the name, positions with the Fund,
age as of November 17, 1995 and business experience during at least the past
five years (other than with the Fund) of each nominee and all officers of the
Fund.
Lacy B. Herrmann*, President and Chairman of the Board of Trustees, Age: 66,
Shares Owned: None
Founder of the Fund and President and a Director of the Administrator since
1984; Chairman and President, Chief Executive Officer (Chairman of the Board
of Trustees and/or President) and Trustee of Capital Cash Management Trust
("CCMT"), since 1981 and Founder and executive officer (since 1974) of CCMT
and its predecessor; Founder, President and Chairman of the Board of Trustees
of Short Term Asset Reserves and Pacific Capital Cash Assets Trust since 1984,
of Churchill Cash Reserves Trust since 1985, of Pacific Capital Tax-Free Cash
Assets Trust and of Pacific Capital U.S. Treasuries Cash Assets Trust since
1988 and of Cascades Cash Fund, 1989-1994, all of which are money market funds
to which the Administrator is administrator and which are referred to as the
"Money Funds"; Founder, President and Chairman of the Board of Trustees of
Hawaiian Tax-Free Trust since 1984, of Tax-Free Trust of Arizona and Tax-Free
Trust of Oregon since 1986, of Churchill Tax-Free Fund of Kentucky and
Tax-Free Fund of Colorado since 1987 and of Tax-Free Fund For Utah and
Narragansett Insured Tax-Free Income Fund since 1992, all of which are
tax-free municipal bond funds, and an equity fund, Aquila Rocky Mountain
Equity Fund since 1993, to all of which the Administrator is administrator
and which are referred to as the "Bond and Equity Funds"; Vice President, a
Director and Secretary since 1981 (formerly Treasurer) of the Distributor,
which is distributor (i.e., principal underwriter) for the Money Funds and
the Bond and Equity Funds; President and a Director of STCM Management
Company, Inc., Adviser to CCMT; Chairman, President and a Director since 1984
of InCap Management Corporation, formerly sub-adviser and administrator of
Prime Cash Fund and Short Term Asset Reserves; Director or Trustee of the
various Quest for Value Funds, a group of stock, bond and money market mutual
funds, since 1983; Director of Saratoga Advantage Trust, a group of mutual
funds, since 1994; Trustee of Brown University since 1990; actively involved
for many years in leadership roles with university, school and charitable
organizations.
Theodore T. Mason*, Vice Chairman and Trustee, Age: 59, Shares Owned: None
Managing Director of EastWind Power Partners, Ltd. since 1994; Director of
Cogeneration Development of Willamette Industries, Inc., a forest products
company, 1991-1993; Vice President of Corporate Development of Penntech
Papers, Inc., 1978-1991; Vice President of Capital Projects for the same
company, 1977-1978; Vice Chairman of the Board of Trustees of CCMT since
1981; Trustee and Vice President, 1976-1981, and formerly Director of its
predecessor; Director of STCM Management Company, Inc.; Trustee of Short Term
Asset Reserves, 1984-1986 and since 1989, of Hawaiian Tax-Free Trust and
Pacific Capital Cash Assets Trust since 1984, of Churchill Cash Reserves
Trust since 1985, of Pacific Capital Tax-Free Cash Assets Trust and Pacific
Capital U.S. Treasuries Cash Assets Trust since 1988 and of Churchill
Tax-Free Fund of Kentucky since 1992; Vice President and Trustee of Oxford
Cash Management Fund, 1983-1989; Vice President of Trinity Liquid Assets
Trust, 1983-1985; President and Director of Ted Mason Venture Associates,
Inc., a venture capital consulting firm, 1972-1980; Advisor to the Commander,
U.S. Maritime Defense Zone Atlantic, 1984-1988; National Vice President,
Surface/Subsurface, Naval Reserve Association, 1985-1987; National Vice
President, Budget and Finance, for the same Association, 1983-1985;
Commanding Officer of four Naval Reserve Units, 1974-1985; Captain, USNR,
1978-1988.
Herbert S. Beggs, Trustee, Age: 68, Shares Owned: None
Independent real estate broker since 1979; Vice Chairman and former Chairman
of the Vermont Real Estate Commission; formerly Vice President of Corporate
Development of Union Camp Corporation; previously management consultant with
Robert Heller Associates, specializing in marketing and corporate
organization.
Paul Y. Clinton, Trustee, Age: 64, Shares Owned: None
Director of External Affairs/ Community Relations of Kravco Corporation, a
national real estate development and management corporation, since 1984;
President of Essex Management Corporation, a management and financial
consulting company, 1979-1983; Trustee of Capital Cash Management Trust
since 1979 and of Short Term Asset Reserves since 1984; general partner of
Capital Growth Fund, a venture capital partnership, 1979-1982; President of
Geneve Corp., a venture capital fund, 1970-1978; formerly Chairman of
Woodland Capital Corp., a small business investment company; formerly Vice
President, W.R. Grace & Co; Trustee of Quest for Value Family of Funds, which
has series consisting of Small Capitalization, U.S. Government Income,
Investment Quality Income, Opportunity and Growth and Income portfolios,
since 1987; Director of Quest for Value Fund, Inc., an equity mutual fund,
since 1983; Director of Quest for Value Global Equity Fund, Inc., since 1990;
Trustee of Quest for Value Accumulation Trust, which has series consisting of
Managed, Equity, Bond and Small Capitalization portfolio, since 1988;
Director of Quest Cash Reserves, which has series consisting of Primary,
Government, General Tax-Exempt, California Tax-Exempt and New York Tax-Exempt
portfolios, since 1986; Director of Quest for Value Global Funds, Inc. since
1991; President of Greater Valley Forge Transportation Management
Association, since 1989.
Walter M. Keenan, Trustee, Age: 69, Shares Owned: None
Chairman of the Board of The Keenan Company, a commercial investment real
estate firm; Chairman of the Board of Keenan Insurance and Financial
Services, Inc., an insurance agency; member of the Society of Industrial and
Office Realtors; member of the Institute of Real Estate Management; recently
elected to the Board of Visitors, University of South Carolina; currently
serves on the Board of the Salvation Army, Central Carolina Community
Foundation, Midlands Board for Economic Development; past Chairman of the
South Carolina Affordable Housing Resources Council.
Cornelius T. Ryan, Trustee, Age: 64, Shares Owned: None
General Partner of Oxford Partners, a group of investment venture capital
partnerships; General Partner of Oxford Bioscience Partners, and President of
Oxford Venture Corporation, an affiliated administrative company, since 1980;
Trustee of CCMT since 1976; President of AMR International, Inc., a management
training and publishing company, 1978-1980; Director of Schuster Fund, Inc.,
1972-1980; Director of Partners Fund, Inc. since 1980; President of GTE New
Ventures Corporation, 1974-1978; Vice President, Business Development, of GTE
Corporation, 1974-1978; President and a founder of Randolph Computer
Corporation, 1965-1974; Director of various series of Neuberger & Berman
Equity Funds, since 1988.
All of the nominees have agreed to serve as Trustees and are expected to
be able to do so. If for any reason any one or more of them is unable to do
so at the time of the Meeting, the proxy holders will (unless you have
elected to withhold authority as to the election of Trustees) vote your
shares for such others as the Fund may recommend.
Officers of the Fund
Information as to officers of the Fund who are not Trustees is set forth
below:
Diana P. Herrmann, Vice President, Age: 37
Senior Vice President and Secretary and formerly Vice President of the
Administrator since 1986 and Director since 1984; Trustee of Tax-Free Trust of
Arizona and Tax-Free Trust of Oregon since 1994 and of Churchill Tax-Free Fund
of Kentucky since 1995; Vice President of InCap Management Corporation since
1986 and Director since 1983; Vice President and formerly Assistant Vice
President of the Money Funds since 1986; Assistant Vice President of
Oxford Cash Management Fund, 1986-1988; Assistant Vice President and formerly
Loan Officer of European American Bank, 1981-1986; daughter of the Fund's
President; Trustee of the Leopold Schepp Foundation (academic scholarships)
since 1995; actively involved in mutual fund and trade associations and in
college and other volunteer organizations.
Charles E. Childs, III, Vice President, Age: 38
Vice President - Administration and formerly Assistant Vice President and
Associate of the Administrator since 1987; Vice President or Assistant Vice
President of the Money Funds since 1988; Northeastern University, 1986-1987
(M.B.A., 1987); Financial Analyst, Unisys Corporation, 1986; Associate
Analyst at National Economic Research Associates, Inc. (NERA), a
micro-economic consulting firm, 1979-1985.
John W. Cody, Vice President, Age: 53
Vice President of the Administrator since January 1995; Vice President of
Capital Cash Management Trust and Narragansett Insured Tax-Free Income Fund
since March 1995; Vice President and formerly Assistant Vice President of
National Westminster Bank NJ (and its predecessor, First Jersey National Bank)
1985-1994; Vice President of SCA, Inc., a computer software firm specializing
in banking systems, 1983-1984; Second Vice President, and various other
official positions, of Savings Banks Trust Company 1962-1983; Secretary of
Institutional Investors Mutual Fund, Inc. and M.S.B. Fund, Inc., (for which
Savings Banks Trust Company was investment adviser) 1969-1983.
John M. Herndon, Vice President and Assistant Secretary, Age: 55
Assistant Secretary of the Money Funds and the Bond and Equity Funds since
1995; Vice President of the Money Funds since 1990; Vice President of the
Administrator since 1990; Investment Services Consultant and Bank Services
Executive of Wright Investors' Service, a registered investment adviser,
1983-1989; Member of the American Finance Association, the Western Finance
Association and the Society of Quantitative Analysts.
Rose F. Marotta, Chief Financial Officer, Age: 71
Chief Financial Officer of the Money Funds and the Bond and Equity Funds since
1991; Treasurer of the Money Funds and the Bond and Equity Funds, 1981-1991;
formerly Treasurer of the predecessor of CCMT; Treasurer and Director of STCM
Management Company, Inc., since 1974; Treasurer of Trinity Liquid Assets
Trust, 1982-1986 and of Oxford Cash Management Fund, 1982-1988; Treasurer of
InCap Management Corporation since 1982, of the Administrator since 1984 and
of the Distributor since 1985.
Richard F. West, Treasurer, Age: 59
Treasurer of the Money Funds and the Bond and Equity Funds and of Aquila
Distributors, Inc. since 1992; Associate Director of Furman Selz Incorporated,
1991-1992; Vice President of Scudder, Stevens & Clark, Inc. and Treasurer of
Scudder Institutional Funds, 1989-1991; Vice President of Lazard Freres
Institutional Funds Group, Treasurer of Lazard Freres Group of Investment
Companies and HT Insight Funds, Inc., 1986-1988; Vice President of Lehman
Management Co., Inc. and Assistant Treasurer of Lehman Money Market Funds,
1981-1985; Controller of Seligman Group of Investment Companies, 1960-1980.
Edward M. W. Hines, Secretary, Age: 55
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone LLP,
attorneys, since 1989 and counsel, 1987-1989; Secretary of the Money Funds and
the Bond and Equity Funds since 1982; Secretary of Trinity Liquid Assets Trust,
1982-1985 and Trustee of that Trust, 1985-1986; Secretary of Oxford Cash
Management Fund, 1982-1988.
Patricia A. Craven, Assistant Secretary & Compliance Officer, Age: 29
Assistant Secretary of the Money Funds and the Bond and Equity Funds since
1995; Counsel to the Administrator and the Distributor since 1995; formerly
a Legal Associate for Oppenheimer Management Corporation, 1993-1995.
Other Information On Trustees
The Fund does not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the Fund's officers. During the fiscal
year ended December 31, 1994, the Fund paid $40,393 in compensation and
reimbursement of expenses to its other Trustees. The Fund is one of the 14
funds in the Aquilasm Group of Funds, which consist of tax-free municipal
bond funds, money market funds and an equity fund. The following table lists
the compensation of all Trustees who received compensation from the Fund, the
compensation each received during the Fund's fiscal year from all funds in
the Aquilasm Group of Funds and the number of such funds. None of such
Trustees has any pension or retirement benefits from the Fund or any of the
other funds in the Aquila group.
Number of
Compensation Aquila Group
from all funds in boards on which
Compensation the Aquilasm the Trustee
Name from the Fund Group serves
Herbert S. Beggs $10,222 $10,222 1
Paul Y. Clinton $8,004 $9,954 2
Walter M. Keenan $7,942 $7,942 1
Theodore T. Mason $7,225 $39,840 9
Cornelius T. Ryan $7,000 $7,000 2
The Trustees have appointed an Audit Committee consisting of all of the
Trustees (the "Independent Trustees") who are not "interested persons," as
that term is defined in the 1940 Act. The Committee (i) recommends to the
Board ofTrustees what firm of independent auditors will be selected by the
Board of Trustees (subject to shareholder ratification); (ii) reviews the
methods, scope and result of audits and the fees charged; and (iii) reviews
the adequacy of the Fund's internal accounting procedures and controls. The
Committee held one meeting during the Fund's last fiscal year. The Board of
Trustees does not have a nominating committee. During the Fund's last fiscal
year, the Board of Trustees held four meetings. All Trustees were present for
at least 75% of the total number of Board meetings and the Audit Committee
Meeting (if such Trustee was a member of that Committee).
Information as to the Adviser and
the Administrator
The Adviser is a wholly-owned subsidiary of The TCW Group, Inc., whose
direct and indirect subsidiaries, including Trust Company of the West and TCW
Asset Management Company, provide a variety of trust, investment management
and investment advisory services. Robert A. Day, who is Chairman of the Board
of Directors of the Adviser, may be deemed to be a control person of the
Adviser by reason of the aggregate ownership by Mr. Day and his family of
more than 25% of the outstanding voting stock of the Adviser's parent
corporation. As of December 31, 1994, the Adviser and its affiliated
companies had approximately $48 billion under management or committed for
management.
The Fund's Administrator is administrator to the Aquilasm Group of Funds
which consists of tax-free municipal bond funds, money market funds and an
equity fund. As of September 30, 1995, these funds had aggregate assets of
approximately $2.6 billion, of which approximately $700 million consisted of
assets of the money market funds. The Administrator is controlled by
Mr. Lacy B. Herrmann, through share ownership directly, through a trust and
by his wife.
The fees which the Fund has paid or which have been accrued for the year
ended December 31, 1994 to the Adviser and to the Administrator were each
$167,963 of which $4,550 and $85,120, respectively were waived. In addition
the Administrator reimbursed Fund expenses of $51,501.
RATIFICATION OR REJECTION OF
SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG Peat Marwick LLP, which is currently serving as the Fund's auditors,
has been selected by the Board of Trustees, including a majority of the
Independent Trustees, as the Fund's independent auditors for the fiscal year
ending December 31, 1995; such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in the Fund, or the
Fund's Adviser or Administrator. It is not expected that representatives of
the firm will be present at the meeting but will be available should any
matter arise requiring their presence.
RECEIPT OF SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under
certain conditions, be included in the Fund's proxy statement and proxy card
for a particular annual meeting. One of these conditions relates to the
timely receipt by the Fund of any such proposal. Under these rules, proposals
submitted for inclusion in the proxy material for the Fund's next annual
meeting after the meeting to which this Proxy Statement relates must be
received by the Fund not less than 120 days before the anniversary of the
date stated on the second page of this Proxy Statement relating to the first
mailing of this Proxy Statement. The date for such submission could change,
depending on the scheduled date for the next annual meeting; if so, the Fund
will so advise you.
The fact that the Fund receives a shareholder proposal in a timely manner
does not insure its inclusion in the Fund's proxy material, since there are
other requirements in the proxy rules relating to such inclusion.
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PRIME CASH FUND
PROXY FOR SHAREHOLDERS MEETING DECEMBER 22, 1995
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of PRIME CASH FUND (the "Fund") does hereby
appoint LACY B. HERRMANN and EDWARD M.W. HINES, or either of them, as attorneys
and proxies of the undersigned, with full power of substitution, to attend the
Annual Meeting of Shareholders of the Fund to be held on December 22, 1995 at
the offices of the Fund, 380 Madison Avenue, New York, NY 10017 at 10:00 a.m.
local time, and at all adjournments thereof, and thereat to vote the shares
held in the name of the undersigned on the record date for said meeting on the
matters listed below.
Please mark your proxy, date and sign it below and return it promptly in
the accompanying envelope which requires no postage if mailed in the United
States.
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW AND FOR THE
PROPOSALS LISTED BELOW. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
INDICATED BELOW OR FOR IF NO CHOICE IS INDICATED.
As to any other matter said attorneys shall vote in accordance with their
best judgment.
Election of Trustees--
___
[___] FOR all nominees listed below
___
[___] VOTE WITHHELD for all nominees listed below
(Instructions: To withhold authority to vote for any one or more of the
nominees, strike a line through the name of that nominee of the names in the
list below.)
LACY B. HERRMANN, THEODORE T. MASON, HERBERT S. BEGGS,
PAUL Y. CLINTON, WALTER M. KEENAN, CORNELIUS T. RYAN
Ratification of selection
of KPMG Peat Marwick LLP
as independent auditors ___ ___ ___
(Proposal No. 1) FOR [___] AGAINST [___] ABSTAIN [___]
Dated:_________ ______, 1995
Month Day
______________________________
SIGNATURE(S)
______________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as a custodian,
attorney, executor, administrator, trustee, guardian, etc., please sign your
full title as such. Joint owners should each sign.
