IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
CAPITAL CASH MANAGEMENT TRUST
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
on June 26, 1996
TO SHAREHOLDERS OF THE TRUST:
The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Capital Cash Management Trust (the
"Trust") will be held
Place: (a) at the offices of the Trust,
380 Madison Avenue, Suite 2300, New York, NY 10017
Time: (b) on June 26, 1996 at 10:00 a.m. local 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 Trust'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 Trust's
independent auditors for the fiscal year ending
June 30, 1996 (Proposal No. 1); and
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 TRUST, YOUR COOPERATION IS REQUESTED IN
MAILING IN YOUR PROXY NO MATTER HOW LARGE OR SMALL YOUR HOLDING MAY
BE.
<PAGE>
(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 What
Shares: (d) To vote at the Meeting, you must have been a
shareholder on the Trust's records at the close of
business on May 9, 1996 (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
May 24, 1996
(ii)
<PAGE>
CAPITAL CASH MANAGEMENT TRUST
380 Madison Avenue, Suite 2300, New York, New York 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 Capital Cash Management Trust
(the "Trust"). 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 May 24, 1996.
A COPY OF THE TRUST'S MOST RECENT ANNUAL REPORT AND MOST
RECENT SEMI-ANNUAL REPORT WILL BE SENT TO YOU WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE TRUST'S DISTRIBUTOR, AQUILA DISTRIBUTORS,
INC., 380 MADISON AVENUE, SUITE 2300, NEW YORK, NY 10017 OR BY
CALLING 800-288-7496 TOLL-FREE OR 212-697-6666.
The Trust's investment adviser is STCM Management Company,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017. The
Trust's administrator (the "Administrator") is Aquila Management
Corporation, 380 Madison Avenue, Suite 2300, New York, NY 10017.
The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Trust 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 the proposal, the proxy holders will vote your shares for the
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 Trust in writing; (ii)
signing a new and different proxy card (if the Trust 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 Trust 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 Trust pays the costs of the
solicitation. Proxies are being solicited by the use of the mails;
they may also be solicited by telephone, facsimile and personal
interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the
Trust's shares so that these owners may authorize the voting of
these shares. The Trust will pay these firms for their
out-of-pocket expenses for doing so.
On the record date, the total number of shares outstanding for
the Trust was 1,813,441. Of the shares of the Trust outstanding on
the record date, William J. and Margaret M. Boyle (JTWROS) held of
record and beneficially 97,896 shares (5.4%) and Capt. Raymond W.
Clarke and Beverly A. Clarke (JTWROS) held of record and
beneficially 140,760 shares (7.8%). The Trustees and Officers of
the Trust, individually described below, as a group held 456,902
shares (25.2%). The Trust's management is not aware of any other
person beneficially owning more than 5% of its outstanding shares
as of such date.
ELECTION OF TRUSTEES
At the Meeting, six Trustees are to be elected. Whenever it is
stated in this Proxy Statement that a matter is to be acted on at
the Meeting, this means the Meeting held at the scheduled time or
any adjourned meeting or meetings.
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 at the annual meeting of the
Trust held on June 23, 1995. Each of the nominees is presently a
Trustee and has been such since the beginning of operations of the
Trust in November 1976, except that Mr. Clinton became a Trustee in
1979 and Mrs. Mills became a Trustee in 1987. Mr. Herrmann is an
interested person of the Trust as that term is defined in the
Investment Company Act of 1940 (the "1940 Act") as an officer of
the Trust and a Director, officer and sole shareholder of the
Distributor; he is so designated by an asterisk.
Described in the following material are the name, positions
with the Trust, age as of May 9, 1996 and business experience
during at least the past five years (other than with the Trust) of
each nominee and all officers of the Trust.
Lacy B. Herrmann*, President and Chairman of the Board of Trustees,
Age: 66, Shares owned: 363,512 (See below for detail.)
Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and
Administrator and/or Sub-Adviser to the following open-end
investment companies, and Founder, Chairman of the Board of
Trustees, and President of each: Pacific Capital Cash Assets Trust
since 1984; Churchill Cash Reserves Trust since 1985; Pacific
Capital U.S. Treasuries Cash Assets Trust since 1988; Pacific
Capital Tax-Free Cash Assets Trust since 1988; each of which is a
money market fund, and together with this Trust are called the
Aquila Money-Market Funds; and Hawaiian Tax-Free Trust since 1984;
Tax-Free Trust of Arizona since 1986; Tax-Free Trust of Oregon
since 1986; Tax-Free Fund of Colorado since 1987; Churchill Tax-
Free Fund of Kentucky since 1987; Tax-Free Fund For Utah since
1992; and Narragansett Insured Tax-Free Income Fund since 1992;
each of which is a tax-free municipal bond fund, and an equity
fund, Aquila Rocky Mountain Equity Fund since 1993, all of which
are called the Aquila Bond and Equity Funds; Vice President,
Director, Secretary and formerly Treasurer of Aquila Distributors,
Inc. since 1981, distributor of the above funds; Officer and
Trustee/Director of CCMT predecessors since 1974; Trustee of Prime
Cash Fund since 1982 and of Short-Term Asset Reserves 1982-1996;
President and a Director of STCM Management Company, Inc., sponsor
and sub-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, and
Founder and Chairman of several other money market funds; Director
or Trustee of OCC Cash Reserves, Inc., Oppenheimer Quest Global
Value Fund, Inc., Oppenheimer Quest Value Fund, Inc., and Trustee
of Quest For Value Accumulation Trust, The Saratoga Advantage
Trust, and of the Rochester Group of Funds, each of which is an
open-end investment company; 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 of the Board of Trustees and
Trustee, Age: 60, Shares owned: 1,141 (Held jointly with his wife.)
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 President, 1976-1981, and formerly Director of its
predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
since 1982; Trustee of Short Term Asset Reserves, 1984-1986 and
1989-1996, 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.
Paul Y. Clinton, Trustee, Age: 65, Shares owned: None
Principal of Clinton Management Associates, a financial and venture
capital consulting firm; formerly Director of External Affairs of
Kravco Corporation, a national real estate owner and developer,
1984-1995; formerly President of Essex Management Corporation, a
management and financial consulting company, 1979-1983; Trustee of
Short Term Asset Reserves, 1984-1996, of Prime Cash Fund since 1993
and of Narragansett Insured Tax-Free Income Fund since 1996;
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; Director or Trustee of OCC Cash
Reserves, Inc., Oppenheimer Quest Global Value Fund, Inc.,
Oppenheimer Quest Value Fund, Inc., and Trustee of Quest For Value
Accumulation Trust, and of the Rochester Group of Funds, each of
which is an open-end investment company.
Robert L. Krakoff, Trustee, Age: 61, Shares owned: 766 (Held by his
wife.)
Chairman and Chief Executive Officer of Cahners Publishing Company
since 1991; President of Cahners Publishing Company 1989-1991;
Executive Vice President of that company, 1985-1989; President of
Cahners Exposition Group, a division of that company, 1979-1985;
Vice President of that company, 1973-1985; Trustee of Narragansett
Insured Tax-Free Income Fund since 1992; Director of Centennial
Capital Special Fund, Inc. until 1979; Trustee of Trinity Liquid
Assets Trust, 1982-1991; Director of Reed Elsevier International
PLC (an international publishing firm) since 1990.
Anne J. Mills, Trustee, Age: 57, Shares owned: None
Vice President for Business Affairs of Ottawa University since
1992; Director of Customer Fulfillment, U.S. Marketing and Services
Group, IBM Corporation, 1990-1991; Director of Business
Requirements of that Group, 1988-1990; Director of Phase Management
of that Group, 1985-1988; Budget Review Officer of the American
Baptist Churches/USA since 1994; Director of the American Baptist
Foundation since 1985; Trustee of Brown University; Trustee of
Churchill Cash Reserves Trust since 1985, of Tax-Free Trust of
Arizona since 1986, of Churchill Tax-Free Fund of Kentucky and Tax-
Free Fund of Colorado since 1987 and of Tax-Free Fund For Utah
since 1994.
Cornelius T. Ryan, Trustee, Age: 64, Shares owned: 1,877
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 Prime
Cash Fund since 1983; 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.
Charles E. Childs, III, Senior Vice President, Age: 39
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.
Diana P. Herrmann, Vice President, Age: 38
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 and Churchill Cash
Reserves Trust 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 Trust'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.
William C. Wallace, Vice President, Age: 61
Vice President of Pacific Capital Cash Assets Trust since 1984;
Senior Vice President of Hawaiian Tax-Free Trust since 1985 and
Vice President, 1984-1985; Senior Vice President of Tax-Free Trust
of Arizona since 1989 and Vice President, 1986-1988; Vice President
of Tax-Free Trust of Oregon since 1986, of Churchill Tax-Free Fund
of Kentucky and Tax-Free Fund of Colorado since 1987, of Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988 and of Narragansett Insured
Tax-Free Income Fund since 1992; Secretary and Director of STCM
Management Company, Inc. since 1974; President of the Distributor
since 1995 and formerly Vice President of the Distributor, 1986-
1992; Member of the Panel of Arbitrators, American Arbitration
Association, since 1978; Assistant Vice President, American Stock
Exchange, Market Development Division, and Director of Marketing,
American Gold Coin Exchange, a subsidiary of the American Stock
Exchange, 1976-1984.
John M. Herndon, Vice President and Assistant Secretary, Age: 56
Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995 and Vice President of the Aquila
Money-Market 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.
John W. Cody, Vice President, Age: 53
Vice President of the Administrator since 1995; Vice President of
Prime Cash Fund and Narragansett Insured Tax-Free Income Fund since
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.
Rose F. Marotta, Chief Financial Officer, Age: 72
Chief Financial Officer of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1991 and Treasurer, 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: 60
Treasurer of the Aquila Money-Market Funds and the Aquila 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: 56
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone
LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary of the
Aquila Money-Market Funds and the Aquila 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 Aquila Money-Market Funds and the Aquila
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.
The shares listed above for Mr. Herrmann are held as follows:
169,189 shares are held jointly with Elizabeth B. Herrmann, his
wife, 87,904 shares are held of record and beneficially by
Elizabeth B. Herrmann, 1,367 shares are held of record by the
Administrator and 105,052 shares are held of record by the
Distributor.
Compensation of Trustees
The Trust does not pay fees to Trustees affiliated with the
Administrator or to any of the Trust's officers. During the fiscal
year ended June 30, 1995, the Trust paid $19,660 in fees and
reimbursement of expenses to its other Trustees. The Trust is one
of the funds in the Aquilasm Group of Funds, which, during that
period, consisted of 14 funds (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
Trust and the compensation they received during the Trust's fiscal
year from other funds in the Aquilasm Group of Funds. None of such
Trustees has any pension or retirement benefits from the Trust or
any of the other funds in the Aquila group.
<TABLE>
<CAPTION>
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Trust Group serves
<S> <C> <C> <C>
Paul Y.
Clinton $1,862 $10,024 2
Robert L.
Krakoff $1,050 $1,800 2
Theodore T.
Mason $514 $40,957 8
Anne J.
Mills $1,515 $28,524 6
Cornelius T.
Ryan $2,613 $10,026 2
</TABLE>
Information about STCM, Aquila and the Distributor
STCM Management Company, Inc. (the "Adviser") supervises the
investment program of the Trust and the composition of its
portfolio. The Adviser formerly acted as the Trust's sub-adviser.
Aquila Management Corporation, the Trust's Administrator, is
administrator to the Aquilasm Group of Funds which consists of
money market funds, tax-free municipal bond funds and an equity
fund. As of December 31, 1995, these funds had aggregate assets of
approximately $2.7 billion, of which approximately $900 million
consisted of assets of money market funds. The Administrator, which
was founded in 1984, is controlled by Mr. Lacy B. Herrmann
(directly, through a trust and through share ownership by his
wife).
During the fiscal year ended June 30, 1995, the Trust accrued
$3,924 in favor of the Adviser under the Advisory Agreement and
$2,943 in favor of the Administrator under the Administration
Agreement. All such fees were waived. The expense limitation
provisions in the Advisory and Administration Agreements in effect,
would in any event have precluded any of such fees during the last
fiscal year. For the fiscal year ended June 30, 1995, the
Administrator reimbursed the Trust for expenses in the amounts
described above.
STCM has outstanding 7,000 shares of voting common stock. The
only persons owning 10% or more of such shares are as follows:
1,745 shares are owned by Mrs. Elizabeth B. Herrmann (wife of the
President of STCM), 1,005 shares by Mrs. Carol W. Mason (wife of
Theodore T. Mason), 805 shares by William C. Wallace, 805 shares by
Marvin J. Price, and 1,565 shares by Rose F. Marotta. STCM also has
outstanding a class of preferred stock and a class of non-voting
common stock.
The principal executive officer of STCM is Lacy B. Herrmann,
President, Chairman of the Board of Directors and a director. The
other directors are Rose F. Marotta, Theodore T. Mason and William
C. Wallace. Their addresses are 380 Madison Avenue, Suite 2300, New
York, NY 10017.
Certain officers of Aquila are also officers of STCM. During
the Trust's last fiscal year, and continuing through the present
time, Aquila has assisted STCM in the payment of various operating
expenses through inter-company borrowings without interest. Aquila
has agreed that it will provide additional funding to STCM as
necessary to cover operating expenses and other financial
commitments and will provide personnel and equipment support to
STCM at no charge until such time as STCM is able to meet its
obligations as they become due.
The Distributor currently handles the distribution of the
shares of thirteen funds (five money market funds, seven tax-free
municipal bond funds and an equity fund) including the Trust. Under
the Distribution Agreement, the Distributor is responsible for the
payment of certain printing and distribution costs relating to
prospectuses and reports as well as the costs of supplemental sales
literature, advertising and other promotional activities. All of
the shares of the Distributor are owned by Mr. Herrmann.
At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which are
currently owned by Mr. Herrmann, will be owned by certain directors
and/or officers of the Administrator and/or the Distributor,
including Mr. Herrmann.
Other Information on Trustees
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 of Trustees 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 Trust's internal accounting procedures and
controls. The Committee held one meeting during the Trust's last
fiscal year. The Board of Trustees does not have a nominating
committee. During the Trust's last fiscal year, the Board of
Trustees held four meetings. All Trustees were present at least 75%
of the total number of Board and (if such Trustee was a member of
that Committee) Audit Committee meetings.
RATIFICATION OR REJECTION OF
SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG Peat Marwick LLP has been selected by the Trust's Board
of Trustees, including a majority of the Independent Trustees, as
the Trust's independent auditors for the fiscal year ending June
30, 1996; such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in the
Trust, the Trust's Adviser or the Trust's Administrator. It is
expected that representatives of the firm will not 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 Trust's
proxy statement and proxy card for a particular annual meeting. One
of these conditions relates to the timely receipt by the Trust of
any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting
after the meeting to which this Proxy Statement relates must be
received by the Trust not less than 120 days before the anniversary
of the date stated on the first 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 Trust will so advise you.
The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Trust does not know of any other matter which will come up
for action at the Meeting. If any other matter or matters properly
come up for action at the Meeting, including any adjournment of the
Meeting, the proxy holders will vote the shares which the proxy
cards entitle them to vote in accordance with their judgment on
such matter or matters. That is, by signing and returning your
proxy card, you give the proxy holders discretionary authority as
to any such matter or matters.
<PAGE>
CAPITAL CASH MANAGEMENT TRUST
PROXY FOR SHAREHOLDERS MEETING JUNE 26, 1996
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of Capital Cash Management Trust
(the "Trust") 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 Trust to be held at the offices of
the Trust, 380 Madison Avenue, Suite 2300, New York, New York 10017
on June 26, 1996, 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 PROPOSAL 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.
Please indicate your vote by an "X" in the appropriate box
below
1. 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
or the names of such nominees in the list below.)
LACY B. HERRMANN; THEODORE T. MASON; PAUL Y. CLINTON;
ROBERT L. KRAKOFF; ANNE J. MILLS; CORNELIUS T. RYAN
2. Action on selection of KPMG Peat
Marwick LLP as independent auditors
__ __ __
(Proposal No. 1) FOR [__] AGAINST [__] ABSTAIN [__]
Dated: ____________ ______, 1996
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.
