File Nos. 2-92164 and 811-4066
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec.240.14a-12
CASH ASSETS TRUST
(Exact Name of Registrant as Specified in Charter)
380 Madison Avenue, Suite 2300
New York, New York 10017
(Address of Principal Executive Offices)
(212) 697-6666 (Registrant's Telephone Number)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
PACIFIC CAPITAL CASH ASSETS TRUST
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, NY 10017
Notice of Annual Meetings of
Shareholders to Be Held
on July 16, 2008
To Shareholders:
The purpose of this Notice is to advise you that Annual Meetings of the
Shareholders of Pacific Capital Cash Assets Trust, Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital U.S. Government Securities Cash Assets Trust
(each, a "Fund") will be held:
Place: (a) the offices of the Funds
380 Madison Avenue
Suite 2300
New York, NY 10017;
Time: (b) on July 16, 2008
at 10:00 a.m. Eastern Daylight Time;
Purposes: (c) For the following purposes:
(i) to elect seven 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 (Annual Meeting
Proposal No. 1);
(ii) To ratify (that is, to approve) or reject the selection of
Tait, Weller & Baker LLP as the Fund's independent registered
public accounting firm for the fiscal year ending March 31,
2009 (Annual Meeting Proposal No. 2);
(iii) To act upon any other matters which may properly come
before the Annual Meeting at the scheduled time and place or
any adjourned meeting or meetings.
Who Can Vote
What Shares:
(d) To vote at an Annual Meeting, you must have been a shareholder on the
records of the applicable Fund at the close of business on April 23, 2008 (the
"record date"). The number of shares of each Fund's outstanding classes of
shares that you held at that time and the net asset values of each class of
shares (normally $1.00 per share) at that time determine the number of votes you
may cast at the Meetings (or any adjourned meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
June 3, 2008
Please Note:
If you do not expect to attend a Meeting, please vote by any of three ways: by
the internet, by telephone or by completing the enclosed proxy card and
returning it in the accompanying stamped envelope. To avoid unnecessary expense
to the Funds, we request your cooperation in voting no matter how large or small
your holding may be.
PACIFIC CAPITAL CASH ASSETS TRUST
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, NY 10017
Notice of Special Meetings of
Shareholders to Be Held
on July 16, 2008
To Shareholders:
The purpose of this Notice is to advise you that Special Meetings of the
Shareholders of Pacific Capital Cash Assets Trust, Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital U.S. Government Securities Cash Assets Trust
(each, a "Fund") will be held:
Place: (a) the offices of the Funds
380 Madison Avenue
Suite 2300
New York, NY 10017;
Time: (b) on July 16, 2008
at 11:00 a.m. Eastern Daylight Time;
Purposes: (c) For the following purpose:
To act on, that is to approve or disapprove a proposed new
Investment Advisory Agreement for each Fund (Special
Meeting Proposal No. 1).
Who Can Vote What Shares:
(d) To vote at a Special Meeting, you must have been a shareholder on the
records of the applicable Fund at the close of business on April 23, 2008 (the
"record date"). The number of shares of each Fund's outstanding classes of
shares that you held at that time and the net asset values of each class of
shares (normally $1.00 per share) at that time determine the number of votes you
may cast at the Meetings (or any adjourned meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
June 3, 2008
PACIFIC CAPITAL CASH ASSETS TRUST
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST
Proxy Statement
Introduction
The purpose of the Notices preceding this Proxy Statement is to advise
you of the times, place and purposes of Meetings of the Shareholders of Pacific
Capital Cash Assets Trust (the "Cash Fund"), Pacific Capital Tax-Free Cash
Assets Trust (the "Tax-Free Fund") and Pacific Capital U.S. Government
Securities Cash Assets Trust (the "U.S. Government Fund"). Each of these
(referred to also as a "Fund" and collectively as the "Funds") is a portfolio
and series of Cash Assets Trust, a Massachusetts business trust (the "Business
Trust"). The purpose of this Proxy Statement is to give you information on which
you may base your decisions as to the choices, if any, you make in voting.
Each Fund's investment adviser (the "Adviser") is Asset Management
Group of Bank of Hawaii, Financial Plaza of the Pacific, P.O. Box 3170,
Honolulu, HI 96802. Each Fund's Administrator (the "Administrator") is Aquila
Investment Management LLC, 380 Madison Avenue, Suite 2300, New York, NY 10017,
the sole subsidiary of the Business Trust's founder, Aquila Management
Corporation. Each Fund's principal underwriter (the "Distributor") is Aquila
Distributors, Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017.
A copy of the Funds' most recent annual report will be sent to you
without charge upon written request to the Distributor, at the above address, or
by calling 800-437-1020 toll-free or 212-697-6666.
These Notices and Proxy Statement are first being mailed on or about
June 3, 2008.
You should read this Proxy Statement prior to voting. If your shares
are registered in the name of your broker or someone other than yourself, you
may authorize that person to vote your shares. If your shares are registered in
your name, then you may vote in one of three ways:
(1) Proxy Cards:
The enclosed proxy card(s) authorize the persons named (or
their substitutes) to vote your shares; these persons are called the "proxy
holders." If you own shares in more than one Fund, you will receive a proxy card
from each Fund of which you own shares.
(2) Internet Voting:
To vote your shares by the internet, please contact one or
more of the Funds at the internet address(es) shown on your proxy card(s). For
each of the proxy cards, you will be prompted to enter the control number on the
proxy card. Follow the instructions on the screen, using your proxy card as a
guide. If you vote by the internet, you need not return any proxy card by mail.
(3) Telephone Voting:
To vote your shares by telephone, call the toll-free number
on your proxy card(s). For each of the proxy cards, you will be prompted to
enter the control number on the proxy card. Follow the recorded instructions
using your proxy card as a guide. If you vote by phone, you need not return the
proxy card by mail.
General Information
You may end the power of the proxy holders to vote your shares by: (i)
so notifying each Fund of which you are a shareholder in writing; (ii) signing a
new and different proxy card (if the Fund receives it before the old one is
used); (iii) voting your shares at the meeting in person or by your duly
appointed agent; or (iv) calling the toll-free number provided or contacting the
Fund's internet address, both of which are detailed on your proxy card, entering
your control number and revoking your previous vote.
Proxies for shares held by brokers in "street name" and not voted or
marked as abstentions will be counted for purposes of determining a quorum. They
will be counted as present in determining voting results, and will therefore
have the same effect as negative votes.
The Funds are sending you this Notice and Proxy Statement in connection
with the solicitation by their Trustees of proxies to be used at the Meetings to
be held at the time and place and for the purposes indicated in the Notices or
any adjourned meeting or meetings. Whenever it is stated in this Proxy Statement
that a matter is to be acted on at a Meeting, this means the Meeting held at the
scheduled time or any adjourned meeting or meetings.
The Funds pay 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 these Notices and Proxy Statement to beneficial owners of
each Fund's shares so that these owners may authorize the voting of their
shares. The Funds will pay these firms their out-of-pocket expenses for doing
so.
On the record date, each Fund had two classes of shares outstanding.
All shareholders of each Fund are entitled to vote at its meeting. Each
shareholder on the record date is entitled to one vote for each dollar (and a
proportionate fractional vote for each fraction of a dollar) of net asset value
(determined as of the record date) represented by full and fractional shares of
any class held on the record date. On the record date, the net asset value per
share of each Fund's outstanding classes of shares was $1.00. The meetings of
each Fund are expected to act only upon matters that affect that Fund as a
whole: at the Annual Meeting, the election of Trustees and the selection of an
independent registered public accounting firm; at the Special Meeting, approval
or disapproval of a new investment advisory agreement for that Fund. On matters
that affect each Fund as a whole, all shareholders of that Fund, including the
shareholders of both classes of shares of that Fund, are entitled to vote at the
meeting.
Election of Trustees
(Proposal No. 1 at the Annual Meeting)
At the Annual Meetings of the Funds, seven Trustees are to be elected.
Each Trustee elected will serve 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 vote your shares in the
election of Trustees.
The following material includes information about each nominee and the
officers of each Fund. All shares of the Funds listed as owned by the Trustees
are Original Shares unless indicated otherwise. All of the nominees are
presently Trustees and all were elected by the shareholders except Ms. Herrmann,
who was elected by the Trustees to fill a vacancy. All nominees have consented
to serve if elected.
Nominees (1)(2)
Number of
Portfolios in Other Directorships
Positions Held Fund Held by Trustee
with Trust and Complex(5) (The position held is
Name, Address(3) and Length of Principal Occupation(s) Overseen by a directorship unless
Date of Birth Service(4) During Past 5 Years Trustee indicated otherwise.)
Interested
Trustee (6)
Diana P. Herrmann Vice Chair of Vice Chair and Chief Executive 12 ICI Mutual Insurance
New York, NY the Board of Officer of Aquila Management Company
(02/25/58) Trustees since Corporation, Founder of the
2003, Aquila Group of Funds(7) and
President parent of Aquila Investment
since 1998 and Management LLC, Administrator
Trustee since since 2004, President and Chief
2004 Operating Officer since 1997, a
Director since 1984, Secretary
since 1986 and previously its
Executive Vice President, Senior
Vice President or Vice
President, 1986-1997; Chief
Executive Officer and Vice Chair
since 2004 and President, Chief
Operating Officer and Manager of
the Administrator since 2003;
Chair, Vice Chair, President,
Executive Vice President or
Senior Vice President of funds
in the Aquila Group of Funds
since 1986; Director of the
Distributor since 1997; trustee,
Reserve Money-Market Funds,
1999-2000 and Reserve Private
Equity Series, 1998-2000;
Governor, Investment Company
Institute (a trade organization
for the U.S. fund industry
dedicated to protecting
shareholder interests and
educating the public about
investing) and head of its Small
Funds Committee since 2004;
active in charitable and
volunteer organizations.
Non-interested
Trustees
Theodore T. Mason Chair of the Executive Director, East Wind 8 Trustee, Premier VIT.
New York, NY Board of Power Partners LTD since 1994
(11/24/35) Trustees since and Louisiana Power Partners,
2004 and 1999-2003; Treasurer, Fort
Trustee since Schuyler Maritime Alumni
1984 Association, Inc., successor to
Alumni Association of SUNY
Maritime College, since 2004
(President, 2002-2003, First
Vice President, 2000-2001,
Second Vice President,
1998-2000) and director of the
same organization since 1997;
Director, STCM Management
Company, Inc., 1973-2004; twice
national officer of Naval
Reserve Association, Commanding
Officer of four naval reserve
units and Captain, USNR (Ret);
director, The Navy League of the
United States New York Council
since 2002; trustee, The
Maritime Industry Museum at Fort
Schuyler, 2000-2004; and Fort
Schuyler Maritime Foundation,
Inc., successor to the Maritime
College at Fort Schuyler
Foundation, Inc., since 2000.
Thomas W. Courtney Trustee President, Courtney Associates, 5 Chairman of the Board of
Sewickley, PA since 1984 Inc., a venture capital firm, Oppenheimer Quest Value Funds
(08/17/33) since 1988. Group, Oppenheimer Small Cap
Value Fund, Oppenheimer Midcap
Fund, and Oppenheimer
Rochester Group of Funds;
Chairman of the Board of
Premier VIT.
Stanley W. Hong Trustee President, Waste Management of 4 Trustee, Pacific Capital
Honolulu, HI since 1993 Hawaii, Inc. and Corporate Vice FUNDS(R), which includes 12
(04/05/36) President - Hawaii Area for bond and stock funds; First
Waste Management, Inc., Insurance Co. of Hawaii,
2001-2005; Trustee, The King Ltd., Lanihau Properties,
William Charles Lunalilo Trust Ltd., The Westye Group - West
Estate since 2001; President and (Hawaii), Inc., Heald
Chief Executive Officer, The Education LLC.
Chamber of Commerce of Hawaii,
1996-2001; Director PBS - Hawaii
Foundation since 1998; Regent,
Chaminade University of
Honolulu since 1991; Trustee,
the Nature Conservancy of Hawaii
since 1998; Trustee, Child and
Family Service since 2005;
Director, The East West Center
Foundation since 2006; St. Louis
School since 2007; and a
director of other corporate and
community organizations.
Russell K. Okata Trustee Executive Director, Hawaii 5 Trustee, Pacific Capital
Honolulu, HI since 1993 Government Employees Association FUNDS(R), which includes 12
(03/22/44) AFSCME Local 152, AFL-CIO bond and stock funds;
1981-2007; International Vice Chairman, Royal State Group
President, American Federation (insurance).
of State, County and Municipal
Employees, AFL-CIO 1981-2007;
director of various civic and
charitable organizations.
Douglas Philpotts Trustee Retired; formerly director, 4 Trustee, Pacific Capital
Honolulu, HI since 1992 Chairman of the Board and FUNDS(R), which includes 12
(11/21/31) President of Hawaiian Trust bond and stock funds.
Company, Limited, a predecessor
of The Asset Management Group of
Bank of Hawaii; present or
former director of various
Hawaii-based civic and
charitable organizations.
Oswald K. Stender Trustee Director, Hawaiian Electric 4 Trustee, Pacific Capital
Honolulu, HI since 1993 Industries, Inc., a public FUNDS(R), which includes 12
(10/08/31) utility holding company, bond and stock funds;
1993-2004; trustee, the Bernice director, Grace Pacific
Pauahi Bishop Estate 1990-1999; Corporation, an asphalt
trustee, Office of Hawaiian paving company, ACE Trucking
Affairs and a member or trustee Inc. and Hawaiian Telecom, a
of several community telephone company
organizations. (communications).
Other Individuals
Chairman Emeritus(8)
Lacy B. Herrmann Founder and Founder and Chairman of the N/A N/A
New York, NY Chairman Board, Aquila Management
(05/12/29) Emeritus since Corporation, the sponsoring
2004, Trustee, organization and parent of the
1984-2004, and Manager or Administrator and/or
Chairman of Adviser or Sub-Adviser to each
the Board of fund of the Aquila Group of
Trustees, Funds; Chairman of the Manager or
1984-2003 Administrator and/or Adviser or
Sub-Adviser to each since 2004;
Founder and Chairman Emeritus of
each fund in the Aquila Group of
Funds; previously Chairman and a
Trustee of each fund in the
Aquila Group of Funds since its
establishment until 2004 or 2005;
Director of the Distributor since
1981 and formerly Vice President
or Secretary, 1981-1998; Trustee
Emeritus, Brown University and
the Hopkins School; active in
university, school and charitable
organizations.
Officers
Charles E. Executive Vice Executive Vice President of all N/A N/A
Childs, III President funds in the Aquila Group of
New York, NY since 2003 Funds and the Administrator and
(04/01/57) the Administrator's parent since
2003; formerly Senior Vice
President, corporate
development, Vice President,
Assistant Vice President and
Associate of the Administrator's
parent since 1987; Senior Vice
President, Vice President or
Assistant Vice President of the
Aquila Money-Market Funds,
1988-2003.
Sherri Foster Vice President Senior Vice President, Hawaiian N/A N/A
Lahaina, HI (07/27/50) since 1997 Tax-Free Trust since 1993 and
formerly Vice President or
Assistant Vice President;
Vice President since 1997 and
formerly Assistant Vice
President of the three Aquila
Money-Market Funds; Vice
President, Aquila Rocky Mountain
Equity Fund since 2006;
Registered Representative of the
Distributor since 1985.
John M. Herndon Vice President Assistant Secretary of the N/A N/A
New York, NY (12/17/39) since 1990 and Aquila Group of Funds since 1995
Assistant and Vice President of the three
Secretary Aquila Money-Market Funds since
since 1995 1990; Vice President of the
Administrator or its predecessor
and current parent since 1990.
Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A
New York, NY (08/23/40) Compliance Trust and each of the other
Officer since funds in the Aquila Group of
2004 and Funds, the Administrator and
Assistant the Distributor since 2004,
Secretary Compliance Officer of the
since 2000 Administrator or its predecessor
and current parent 1998-2004;
Assistant Secretary of the
Aquila Group of Funds since 2000.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquila Group of Funds since 2003
(11/06/56) Officer since and Treasurer since 2000.
2003 and
Treasurer
since 2000
Edward M. W. Hines Secretary Shareholder of Butzel Long, a N/A N/A
New York, NY since 1984 professional corporation,
(12/16/39) counsel to the Trust, since
2007; Partner of Hollyer Brady
Barrett & Hines LLP, its
predecessor as counsel,
1989-2007; Secretary of the
Aquila Group of Funds.
Lori A. Vindigni Assistant Assistant Treasurer of the N/A N/A
New York, NY Treasurer since Aquila Group of Funds since
(11/02/66) 2000 2000; Assistant Vice President
of the Administrator or its
predecessor and current parent
since 1998; Fund Accountant for
the Aquila Group of Funds,
1995-1998.
(1) The Trust's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll free) or by visiting the EDGAR Database at the SEC's
internet site at www.sec.gov.
(2) From time to time Bank of Hawaii may enter into normal investment
management, commercial banking and lending arrangements with one or more of the
Trustees of the Trust and their affiliates. The Asset Management Group of Bank
of Hawaii is the Trust's investment adviser.
(3) The mailing address of each Trustee and officer is c/o Pacific Capital
Funds(R) of Cash Assets Trust, 380 Madison Avenue, Suite 2300, New York, NY
10017.
(4) Because the Trust does not normally hold annual meetings, each Trustee holds
office for an indeterminate term. The term of office of each officer is one
year.
(5) Includes certain Aquila-sponsored funds that are dormant and have no public
shareholders.
(6) Ms. Herrmann is an interested person of the Trust as an officer of the
Trust, as a director, officer and shareholder of the Administrator's corporate
parent, as an officer and Manager of the Administrator, and as a shareholder and
director of the Distributor. Ms. Herrmann is the daughter of Lacy B. Herrmann,
the Founder and Chairman Emeritus of the Trust.
(7) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Bond Funds";
Aquila Rocky Mountain Equity Fund is an equity fund; Aquila Three Peaks High
Income Fund is a high income corporate bond fund; considered together, these 12
funds, which do not include the dormant funds described in footnote 5, are
called the "Aquila Group of Funds."
(8) The Chairman Emeritus may attend Board meetings but has no voting power.
Securities Holdings of the Nominees
(as of 12/31/07)
Dollar Range of
Ownership in Pacific Aggregate Dollar Range of Ownership
Capital Funds(R) of in Aquila Group of Funds (1)
Name of Trustee Cash Assets Trust (1)
Interested Trustee
Diana P. Herrmann D E
Non-interested Trustees
Theodore T. Mason A D
Thomas W. Courtney A C
Stanley W. Hong A C
Russell K. Okata A D
Douglas Philpotts B C
Oswald K. Stender B C
(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000
None of the non-interested Trustees or their immediate family members
holds of record or beneficially any securities of the Adviser or the
Distributor.
The Fund does not currently pay fees to any of any Fund's officers or to
Trustees affiliated with the administrator. For its fiscal year ended March 31,
2008 the Funds paid the following amounts respectively to the Trustees in
compensation and reimbursement of expenses Cash Fund $98,491, Tax-Free Fund
$67,112 and Government Securities Fund, $222,686. No other compensation or
remuneration of any type, direct or contingent, was paid by any Fund to the
Trustees.
Each Fund is one of the twelve funds in the Aquila Group of Funds, which
consist of three money-market funds, seven tax-free municipal bond funds, a
high-income corporate bond fund and an equity fund. The following table lists
the compensation of all nominees for Trustee who received compensation from the
Funds or from other funds in the Aquila Group of Funds during the Funds' fiscal
year. None of such nominees has any pension or retirement benefits from the Fund
or any of the other funds in the Aquila Group of Funds.
Compensation
Compensation Compensation from
from from the Government
Name the Cash Fund the Tax-Free Fund Securities Fund
Theodore T. Mason $16,789 $12,461 $31,533
Thomas W. Courtney $14,240 $9,468 $30,492
Stanley W. Hong $13,428 $9,100 $28,172
Russell K. Okata $13,428 $9,100 $28,172
Douglas Philpotts $13,428 $9,100 $28,172
Oswald K. Stender $13,428 $9,100 $28,172
Compensation Number of
from all funds boards on which
in the Aquila the Trustee
Name Group of Funds now serves*
Theodore T. Mason $134,500 8
Thomas W. Courtney $96,500 5
Stanley W. Hong $69,000 4
Russell K. Okata $79,333 5
Douglas Philpotts $69,000 4
Oswald Stender $69,000 4
* Messrs. Hong, Okata, Philpotts and Stender are also trustees of the 12 funds
in the Pacific Capital Funds(R) for which the Adviser is also investment
adviser. For the same period, these funds paid Trustee Hong $39,000, Trustee
Okata $44,000, Trustee Philpotts $41,500 and Trustee Stender $39,000.
The Fund's Administrator is a wholly-owned subsidiary of Aquila Management
Corporation ("AMC"), founder of each fund in the Aquila Group of Funds. As of
March 31, 2008 these funds had aggregate assets of approximately $5.0 billion,
of which approximately $2.7 billion consisted of assets of the Funds. AMC's
address is the same as that of the Administrator. AMC, which was founded in
1984, is currently controlled by Mr. Lacy B. Herrmann and his wife, Mrs.
Elizabeth B. Herrmann, directly and through certain trusts, although it is
anticipated that these arrangements will change. Certain proposed changes in the
ownership of the corporate parent of the each Fund's Administrator are
contemplated. These changes are designed to avoid a change in "control" of the
Administrator, which also serves as Investment Adviser to other funds in the
Aquila Group of Funds on the deaths of certain of the owners of the corporate
parent. Shareholder approval of those other funds and other conditions are
required before these changes can take place, estimated to occur in the later
part of 2008. During the fiscal year ended March 31, 2008, the Cash Fund, the
Tax-Free Fund and the Government Securities Fund paid, respectively, $627,241,
$240,599 and $1,341,856 in administration fees.
During the fiscal year ended March 31, 2008, the Cash Fund, the
Tax-Free Fund and the Government Securities Fund paid, respectively, $15,959,
$16,462 and $72,343 to Butzel Long, a professional corporation ("Butzel Long"),
independent counsel to the Funds, and $607, $382 and $2,097 to Hollyer Brady
Barrett & Hines LLP, predecessor to Butzel Long, for legal services. Edward M.W.
Hines, Secretary of the Funds, is a shareholder of Butzel Long, and was a
partner of Hollyer Brady Barrett & Hines LLP.
The Distributor currently handles the distribution of the shares of the
funds in the Aquila Group of Funds, including the Funds. 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.
The shares of the Distributor are owned 24% by Diana P. Herrmann, 74% by Mr.
Herrmann and other members of his immediate family and the balance by Aquila
Management Corporation.
Other Information on Trustees
The Trustees have appointed a standing Audit Committee consisting of
all of the Trustees who are "independent" and are not "interested persons" of
the Funds, as that term is defined in the Investment Company Act of 1940 (the
"1940 Act"). The members of the Audit Committee are Thomas W. Courtney, Stanley
W. Hong, Theodore T. Mason, Russell K. Okata, Douglas Philpotts and Oswald K.
Stender. The Committee (i) selects the Funds' independent registered public
accounting firm; (ii) reviews the methods, scope and result of audits and the
fees charged; and (iii) reviews the adequacy of the Funds' internal accounting
procedures and controls. Selection of the independent registered public
accounting firm is also ratified by the Board of Trustees. The Audit Committee
held one meeting during the Funds' last fiscal year. The Board of Trustees has
adopted a written charter for the Audit Committee which is attached as Appendix
A.
During the Funds' last fiscal year, the Board of Trustees held four
meetings. Each current Trustee was present for at least 75% of the total number
of Board meetings and meetings of committees of which such Trustee was a member.
The Funds do not normally hold regular annual meetings.
The Funds have a Nominating Committee, consisting of all of the
non-"interested" Trustees. The Nominating Committee held one meeting during the
last fiscal year. The committee will consider nominees recommended by the
shareholders who may send recommendations to the committee in care of the
Administrator at 380 Madison Avenue, New York, NY 10017. Recommendations of
nominees from shareholders are not treated differently than proposals from other
sources. The charter of the Nominating Committee is available on the Fund's
website at www.aquilafunds.com.
Shareholder communications intended for the Board of Trustees (or one
or more specified Trustees) may be sent to them in care of the Administrator at
the above address.
Vote Required
To be elected, each nominee must receive the affirmative votes of a
majority of the shares of the Business Trust, considered together as a single
class, present at the Annual Meeting.
Ratification or Rejection
of Selection of
Independent Registered Public Accounting Firm
(Proposal No. 2 at the Annual Meeting)
Tait, Weller & Baker LLP ("TWB"), which is currently serving as each
Fund's independent registered public accounting firm, has been selected by the
Audit Committee and ratified by the Board of Trustees, including a majority of
the non-"interested" Trustees, as each Fund's independent registered public
accounting firm for the fiscal year ending March 31, 2009. Such selection is
submitted to the shareholders for ratification or rejection.
The following table represents fees for professional audit services
rendered by TWB for the audit of each Fund's annual financial statements, and
fees billed for other services rendered by TWB, for the fiscal years ended March
31, 2007 and 2008.
Cash Fund
2007 2008
Audit Fees $13,000 $13,000
Audit related fees 0 0
------ ------
Audit and audit related fees 13,000 13,000
Tax fees (1) 1,500 1,500
All other fees 0 0
------ ------
Total $14,500 $14,500
====== ======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
Tax-Free Fund
2007 2008
Audit Fees $13,000 $13,000
Audit related fees 0 0
------ ------
Audit and audit related fees 13,000 13,000
Tax fees (1) 1,500 1,500
All other fees 0 0
------ ------
Total $14,500 $14,500
====== ======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
Government
Securities Fund
2007 2008
Audit Fees $13,000 $13,000
Audit related fees 0 0
------ ------
Audit and audit related fees 13,000 13,000
Tax fees (1) 1,500 1,500
All other fees 0 0
------ ------
Total $14,500 $14,500
====== ======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
TWB did not perform any services during the last fiscal year for the
Funds' investment adviser or any entity controlling, controlled by or under
common control with the adviser that provides services to the Funds.
All audit and non-audit services performed by TWB on behalf of the
Funds or non-audit services performed on behalf of affiliated entities within
the investment company complex where such engagement relates directly to the
operations and financial reporting of the Funds are pre-approved by the Audit
Committee. Services to be considered between meetings of the Committee are
pre-approved by a selected member of the Committee in accordance with applicable
regulations and subject to additional procedures established by the Committee.
The Audit Committee has reviewed all services performed and fees
charged by TWB and has accepted TWB's representation that it is independent in
recommending re-appointment of TWB for the fiscal year ending March 31, 2009.
TWB has no direct or indirect financial interest in the Funds or the
Adviser. It is expected that representatives of TWB will not be present at the
meetings but will be available should any matter arise requiring their presence.
Vote Required
Approval requires the affirmative votes of a majority of the shares
present at the Annual Meeting.
Other Information
On the record date, the total number of shares outstanding for each
class of shares of each Fund was as follows:
Original Shares Service Shares Total
Cash Fund: 321,421,795 130,094,130 451,515,925
Tax-Free Fund: 195,553,919 79,179,609 274,733,528
Government Securities Fund: 897,972,882 1,097,596,667 1,995,569,549
On the record date, the following institutional holders held 5% or more
of a class of each Fund's outstanding shares. On the basis of information
received from the institutional holders, the Fund's management believes that all
of the shares indicated are held by them for the benefit of clients.
Name and address
of the holder of
record Number of shares Percent of class
Cash Fund: Original Shares
Bank of Hawaii
P. O. Box 1930
Honolulu, HI 311,875,033 97.03%
Cash Fund: Service Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 84,269,634 64.78%
National Financial Services Corp.
For Exclusive Benefit of its Customers
200 Liberty Street
New York, NY 45,796,712 35.20%
Tax-Free Fund: Original Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 194,131,620 99.27%
Tax-Free Fund: Service Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 69,586,268 87.88%
National Financial Services Corp.
For Exclusive Benefit of its Customers
200 Liberty Street
New York, NY 9,534,463 12.04%
Government Securities Fund: Original Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 892,937,769 99.44%
Government Securities Fund: Service Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 1,061,654.252 96.73%
Approval of New Advisory Agreements
For Each Fund
Proposal No. 1 at the Special Meetings
Background and reasons for the proposal
Since the establishment of the each of the Funds, the Adviser, or its
predecessors, have served as each Fund's investment adviser under advisory
agreements (the "Advisory Agreements") with substantially the same provisions,
except for those dealing with fees.
Each Advisory Agreement provides that during each fiscal year the Fund
pays a fee at a stated annual rate computed daily and payable monthly. In
addition, the Administrator is also paid a fee by each Fund. The advisory and
administration fees are collectively referred to as "management fees" below.
Following extensive discussions with the Board, the Adviser and the
Administrator have jointly proposed modifications to their existing fee
arrangements with each Fund, and the Trustees have determined that the changes,
taken together, would be in the best interests of each Fund and its respective
shareholders. The modifications are:
o Revision of existing breakpoints in the management fee schedule
of each Fund to better reflect economies of scale, if any, as
Fund assets increase and provide shareholders with the benefit of
reduced management fees for assets exceeding the stated
thresholds;
o Changes in the allocation of the management fees between the
Adviser and the Administrator; and
o Elimination of provisions that reduce the management fees under
certain specified circumstances.
The changes will result in new Advisory Agreements (the "New Advisory
Agreements") that will otherwise be substantially identical to the current
Advisory Agreements. Corresponding changes will be reflected in new agreements
between the Administrator and each Fund (the "New Administration Agreements").
While the latter changes do not require shareholder approval, they are described
in order to illustrate the aggregate management fees that would be paid by each
Fund under the new agreements.
Tables
The following table shows the current management fees paid by each Fund
and the current allocation between the Adviser and the Administrator. The fees
are expressed in fractions of 1%.
Current Advisory and Administration Fees
(Percent)
- -------------------- ----------------- -------------- --------------------- ---------------
Fund Asset Level Advisory Administration Total
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
Cash Fund $0 - $325 0.33% 0.17% 0.50%
Million
Above $325 0.43% 0.07% 0.50%
Million
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
Tax-Free Fund $0 - $95 Million 0.27% 0.13% 0.40%
Above $95 0.33% 0.07% 0.40%
Million
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
U.S. Government $0 - $60 Million 0.27% 0.13% 0.40%
Fund
Above $60 0.33% 0.07% 0.40%
Million
- -------------------- ----------------- -------------- --------------------- ---------------
The following table shows the proposed management fees that would be
paid by each Fund under the New Advisory Agreements and New Administration
Agreements and the proposed allocation of fees between the Adviser and the
Administrator under the new agreements. As illustrated in the table, the
proposed breakpoints would result in reduced management fees if Fund assets
exceed the stated thresholds.
Proposed Advisory and Administration Fees
(Percent)
- -------------------- ----------------- -------------- --------------------- ---------------
Fund Asset Level Advisory Administration Total
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
Cash Fund $0 - $400 0.397% 0.103% 0.50%
Million
Above $400 0.364% 0.086% 0.45%
Million
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
Tax-Free Fund $0 - $300 0.318% 0.082% 0.40%
Million
Above $300 0.285% 0.065% 0.35%
Million
- -------------------- ----------------- -------------- --------------------- ---------------
- -------------------- ----------------- -------------- --------------------- ---------------
U.S. Government $0 - $1,900 0.328% 0.072% 0.40%
Fund Million
Above $1,900 0.295% 0.055% 0.35%
Million
- -------------------- ----------------- -------------- --------------------- ---------------
The following table shows the fees that were paid to the Adviser and
Administrator, respectively, during each Fund's last fiscal year and the reduced
fees that would have been paid by each Fund if the new agreements had been in
effect:
Current Advisory and Administration Fees
Paid During the Most Recent Fiscal Year
As Compared to the Proposed Advisory and Administration Fees
Had those Fees Been in Place during the Most Recent Fiscal Year
Fiscal Year Ended March 31, 2008
Cash Fund
Advisory Administration Total
Current $1,531,627 $627,241 $2,158,868
Proposed $1,702,779 $438,754 $2,141,533
Net Change in Fees $171,152 $(188,487) $(17,335)
======== ========== =========
Tax-Free Fund
Advisory Administration Total
Current $808,526 $240,599 $1,049,125
Proposed $833,581 $214,782 $1,048,363
Net Change in Fees $25,055 $(25,817) $(762)
======= ========= ======
U. S. Government Fund
Advisory Administration Total
Current $6,120,103 $1,341,856 $7,461,959
Proposed $6,115,296 $1,338,354 $7,453,650
Net Change in Fees $(4,807) $(3,502) $(8,309)
======== ======== ========
Elimination of Certain Contractual
Limits on Management Fees
The Advisory Agreements and the Administration Agreements contain
certain limitations (the "Caps") on the advisory and administration fees. The
Caps provide that the management fees shall be reduced, but not below zero, by
an amount equal to the pro-rata portion (based upon the aggregate fees of the
Adviser and the Administrator) of the amount, if any, by which the total
expenses of the Fund in any fiscal year, exclusive of taxes, interest and
brokerage fees, shall exceed the lesser of (i) 2.5% of the first $30 million of
average annual net assets of the Fund plus 2% of the next $70 million of such
assets and 1.5% of its average annual net assets in excess of $100 million, or
(ii) 25% of the Fund's total annual investment income.
The Caps were once required by certain State securities laws which were
preempted by Federal legislation in 1996 and are no longer in force. The Boards
of Trustees believe that in the context of the other proposed changes, the Caps
are no longer in the best interests of the Funds or their respective
shareholders.
The Caps had no effect during the many years that the Funds operated in
what was considered a "normal" interest rate environment. However, in the early
years of this decade, interest rates on short-term money market obligations of
the type in which the Funds invest fell to rates lower than any experienced
during the prior existence of the Funds. Because returns on the Funds'
investments, which are dependent for the most part on prevailing interest rates,
were so low, the Caps came into play. The Adviser's and the Administrator's
compensation was therefore limited to levels far below the rates the Trustees
now believe appropriate. The following table shows the fees actually paid by
each Fund to the Adviser and Administrator during the fiscal years ended 2003
through 2005 (years when the Caps reduced the fees that would otherwise have
been payable) and the fees that would have been paid during those years if the
Caps had not been in place:
Cash Fund
Adviser and Administration Fees
Gross Fees, Cap Effect and Net Fees Paid
For the Fiscal Years 2003-2005
- ----------------------- ------------------ ------------------ ------------------ -----------------
Fiscal Year Fiscal Year Fiscal Year Fiscal Years
2003 2004 2005 2003-2005
---- ---- ---- Total
- ----------------------- ------------------ ------------------ ------------------ -----------------
Adviser
- ----------------------- ------------------ ------------------ ------------------ -----------------
Gross fees $ 1,732,539 $ 1,637,319 $ 1,611,275 $ 4,981,133
- ----------------------- ------------------ ------------------ ------------------ -----------------
- ----------------------- ------------------ ------------------ ------------------ -----------------
Cap effect $ (764,768) $(1,184,109) $ (640,692) $ (2,589,569)
- ----------------------- ------------------ ------------------ ------------------ -----------------
- ----------------------- ------------------ ------------------ ------------------ -----------------
Fees paid $ 967,771 $ 453,210 $ 970,583 $ 2,391,564
========== ============ ========== =============
- ----------------------- ------------------ ------------------ ------------------ -----------------
- ----------------------- ------------------ ------------------ ------------------ -----------------
Administrator
- ----------------------- ------------------ ------------------ ------------------ -----------------
Gross fees $ 659,945 $ 644,444 $ 640,201 $ 1,944,590
- ----------------------- ------------------ ------------------ ------------------ -----------------
- ----------------------- ------------------ ------------------ ------------------ -----------------
Cap effect $ (291,308) $ (466,062) $ (256,008) $ (1,013,378)
------------- ------------- ------------- -------------
- ----------------------- ------------------ ------------------ ------------------ -----------------
- ----------------------- ------------------ ------------------ ------------------ -----------------
Fees paid $ 368,637 $ 178,382 $ 384,193 $ 931,212
============= ============= ============= =============
- ----------------------- ------------------ ------------------ ------------------ -----------------
Tax-Free Fund
Adviser and Administration Fees
Gross Fees, Cap Effect and Net Fees Paid
For the Fiscal Years 2003-2005
- ----------------------- ----------------- ----------------- ------------------- ------------------
Fiscal Year Fiscal Year Fiscal Year Fiscal Years
2003 2004 2005 2003-2005
---- ---- ---- Total
- ----------------------- ----------------- ----------------- ------------------- ------------------
Adviser
- ----------------------- ----------------- ----------------- ------------------- ------------------
Gross fees $ 500,067 $ 464,121 $ 553,218 $ 1,517,406
- ----------------------- ----------------- ----------------- ------------------- ------------------
- ----------------------- ----------------- ----------------- ------------------- ------------------
Cap effect $ (287,684) $ (401,358) $ (291,119) $ (980,161)
------------- ------------- ------------- --------------
- ----------------------- ----------------- ----------------- ------------------- ------------------
- ----------------------- ----------------- ----------------- ------------------- ------------------
Fees paid $ 212,383 $ 62,763 $ 262,099 $ 537,245
============= ============== ============= ==============
- ----------------------- ----------------- ----------------- ------------------- ------------------
- ----------------------- ----------------- ----------------- ------------------- ------------------
Administrator
- ----------------------- ----------------- ----------------- ------------------- ------------------
Gross fees $ 175,163 $ 167,539 $ 186,437 $ 529,139
- ----------------------- ----------------- ----------------- ------------------- ------------------
- ----------------------- ----------------- ----------------- ------------------- ------------------
Cap effect $ (100,769) $ (144,883) $ (98,109) $ (343,761)
------------- ------------- -------------- --------------
- ----------------------- ----------------- ----------------- ------------------- ------------------
- ----------------------- ----------------- ----------------- ------------------- ------------------
Fees paid $ 74,394 $ 22,656 $ 88,328 $ 185,378
============== ============== ============== =============
- ----------------------- ----------------- ----------------- ------------------- ------------------
U.S. Government Fund
Adviser and Administration Fees
Gross Fees, Cap Effect and Net Fees Paid
For the Fiscal Years 2003-2005
- ------------------------- ----------------- ------------------ ------------------ -------------------
Fiscal Year Fiscal Year Fiscal Year Fiscal Years
2003 2004 2005 2003-2005
---- ---- ---- Total
- ------------------------- ----------------- ------------------ ------------------ -------------------
Adviser
- ------------------------- ----------------- ------------------ ------------------ -------------------
Gross fees $ 2,290,790 $ 2,490,502 $ 2,755,992 $ 7,537,284
- ------------------------- ----------------- ------------------ ------------------ -------------------
- ------------------------- ----------------- ------------------ ------------------ -------------------
Cap effect $(1,252,871) $(2,138,917) $(1,227,819) $ (4,619,607)
------------ ------------ ------------ -------------
- ------------------------- ----------------- ------------------ ------------------ -------------------
- ------------------------- ----------------- ------------------ ------------------ -------------------
Fees paid $ 1,037,919 $ 351,585 $ 1,528,173 $ 2,917,677
============ ============= ============ =============
- ------------------------- ----------------- ------------------ ------------------ -------------------
- ------------------------- ----------------- ------------------ ------------------ -------------------
Administrator
- ------------------------- ----------------- ------------------ ------------------ -------------------
Gross fees $ 529,560 $ 571,912 $ 628,238 $ 1,729,710
- ------------------------- ----------------- ------------------ ------------------ -------------------
- ------------------------- ----------------- ------------------ ------------------ -------------------
Cap effect $ (289,623) $ (491,175) $ (280,009) $ (1,060,807)
------------- ------------- ------------- -------------
- ------------------------- ----------------- ------------------ ------------------ -------------------
- ------------------------- ----------------- ------------------ ------------------ -------------------
Fees paid $ 239,937 $ 80,737 $ 348,229 $ 668,903
============= ============== ============= =============
- ------------------------- ----------------- ------------------ ------------------ -------------------
All Funds
Adviser and Administration Fees
Gross Fees, Cap Effect and Net Fees Paid
For the Fiscal Years 2003-2005
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Fiscal Year Fiscal Year Fiscal Year Fiscal Years
2003 2004 2005 2003-2005
---- ---- ---- Total
- ------------------------ ------------------ ------------------ ------------------ ----------------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Adviser
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Gross fees $ 4,523,396 $ 4,591,942 $ 4,920,485 $14,035,823
- ------------------------ ------------------ ------------------ ------------------ ----------------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Cap effect $(2,305,323) $(3,724,384) $(2,159,630) $ (8,189,337)
------------ ------------ ------------ -------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Fees paid $ 2,218,073 $ 867,558 $ 2,760,855 $ 5,846,486
- ------------------------ ------------------ ------------------ ------------------ ----------------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Administrator
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Gross fees $ 1,364,668 $ 1,383,895 $ 1,454,876 $ 4,203,439
- ------------------------ ------------------ ------------------ ------------------ ----------------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Cap effect $ (681,700) $(1,102,120) $ (634,126) $ (2,417,946)
------------- ------------ ------------- -------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
- ------------------------ ------------------ ------------------ ------------------ ----------------------
Fees paid $ 682,968 $ 281,775 $ 820,750 $ 1,785,493
============= ============= ============= ============
- ------------------------ ------------------ ------------------ ------------------ ----------------------
As required by the Advisory Agreements and the Investment Company Act
of 1940 (the "1940 Act,") the Advisory Agreements must be renewed each year by
the Board of Trustees. In each of the years following their adoption, the
Advisory Agreements were so renewed. In renewing the Advisory Agreements the
Board of Trustees considered and evaluated a number of factors. In general the
conclusion each year was that the agreed fees were appropriate for the services
provided. Implicit in the Trustees' renewal each year was the determination that
the fees paid were comparable to those that would have been agreed upon with a
comparably qualified adviser for the same services in arms-length transactions.
Although prevailing interest rates recovered from their lows in early
2005, recent turmoil in the credit markets, caused in part by the so-called
sub-prime mortgage crisis, and the persistent threat of a general economic
downturn have prompted the Federal Reserve Board to reduce short-term interest
rates several times in recent months, most recently on April 30, 2008. Given the
currently prevailing interest rates, the Caps are once again limiting, or close
to limiting, the compensation each Fund can pay to the Adviser and
Administrator.
The Trustees believe that the Caps, which are based upon a statute that
is no longer applicable, operate to reduce fees to uneconomic levels. The
reduction is triggered by economic factors, including prevailing short-term
interest rates, over which the Adviser and Administrator have no control. In the
Board's view, under these circumstances, the Adviser and Administrator are not
being fairly compensated, and they could not be expected to continue
indefinitely to serve at such reduced rates. Considered together with the
proposed breakpoints, which would reflect economies of scale, if any, as Fund
assets increased, the Trustees believe it will be in the best interests of the
shareholders of each Fund to eliminate the Caps.
Basis for the Trustees' Approval of the New
Investment Advisory Agreements
At a telephonic meeting held on April 22, 2008, the Trustees, including
all of the non-interested Trustees, approved a new Advisory Agreement (each, a
"New Advisory Agreement") for each Fund and recommended that the shareholders of
each Fund approve the New Advisory Agreement applicable to that Fund. These
actions were subsequently ratified at an in-person meeting held on May 31, 2008.
In considering these actions, the Trustees noted that in connection
with their annual review of each Fund's management arrangements on June 9, 2007
(the "Annual Review"), they had approved the Advisory Agreement then in effect
for each Fund (each respectively a "Current Advisory Agreement ") for another
one-year term commencing on June 30, 2007. In the Annual Review, the Trustees
were provided with a wide range of information of the type they regularly
consider when determining whether to continue each Fund's advisory agreement
from year to year.
In approving each Fund's New Advisory Agreement, the Trustees
considered the information provided and the conclusions reached in connection
with the Annual Review. In addition, they considered such new information as
they believed appropriate, including more up-to-date performance and expense
information. In considering each Fund's New Advisory Agreement, the Trustees did
not identify any single factor as determinative. The New Advisory Agreements
contain different fee rates and breakpoints which differ from those in the
Current Advisory Agreements and eliminate current fee limitations, all of which
changes operate in conjunction with related changes in the Administration
Agreements of the respective Funds. In their review of each Fund's New Advisory
Agreement, matters considered by the Trustees included the following:
The nature, extent, and quality of the services provided by the Adviser.
The investment objective of each of the Funds is to seek to provide
safety of principal while achieving a high level of liquidity and of current
income (and with respect to the Tax-Free Fund, current income exempt from
Federal and Hawaii income taxes). To achieve these objectives, the Adviser has
provided portfolio management of each Fund, including determining which
securities will be purchased, retained, or sold, based upon top-down analysis of
macroeconomic trends as well as bottom-up credit analysis of securities. With
respect to the Government Securities Fund, the Adviser has managed the
investments in order to achieve a AAA rating from Standard and Poor's.
The Board considered that the Adviser had provided all services the
Board deemed necessary or appropriate, including the specific services that the
Board has determined are required for each Fund, given each Fund's investment
objective, and determined that each Fund would be well served if the Adviser
continued to provide portfolio management services. Furthermore, the Trustees
considered representations by the Adviser that the personnel providing portfolio
management services would not change as a result of the New Advisory Agreements.
Evaluation of these factors weighed in favor of approval of each Fund's New
Advisory Agreement.
The investment performance of the Funds and Adviser.
The Board reviewed each aspect of each Fund's performance and compared
its performance with that of its respective benchmark. It was noted that the
materials provided by the Administrator indicated that each Fund's investment
performance, considered to be returns after all fees and expenses, was either
comparable or superior to the benchmark for one-, five- and ten-year periods.
The Board considered these results to be consistent with the investment
objectives of each of the Funds and concluded that the performance of each Fund,
in light of market conditions, was satisfactory. Evaluation of this factor
indicated to the Trustees that approval of each Fund's New Advisory Agreement
would be appropriate.
The costs of the services to be provided and profits to be realized by the
Adviser and its affiliates from the relationship with each of the Funds.
The information provided to the Board in connection with approval
contained expense data for each Fund and its major local competitor as well as
data for each of the Funds with respect to their respective peer groups,
including data for money market funds of a comparable asset size.
Based on those data, the Board concluded that the expenses of each of
the Funds and the fees paid were similar to and were reasonable as compared to
those being paid by its local competitor and by other money market funds in its
peer group. In connection with the New Advisory Agreements, the Board approved
fee rates and breakpoints which differ from those in the Current Advisory
Agreements and also approved the elimination of fee Caps, noting that there
would also be related changes in the Administration Agreements of the respective
Funds. These provisions are described elsewhere in this proxy statement. Among
other matters considered concerning the changes were the nature and scale of the
possible benefits and disadvantages to the Funds and to the Adviser and the
Administrator, as well as the reasonableness of the economic and asset-level
assumptions on which the proposed changes had been based. The Trustees, after
weighing these matters, concluded that the proposed changes were justified and
in the best interests of the Funds and their shareholders. The Board further
concluded that the profitability to the Adviser did not argue against approval
of the fees to be paid under each New Advisory Agreement.
The extent to which economies of scale would be realized as the Funds grow.
Data provided to the Trustees showed that the asset size of each of the
Funds had been generally increasing in recent years. The New Advisory Agreements
incorporated breakpoints in fee rates which addressed questions of economies of
scale to the Trustees' satisfaction.
Benefits derived or to be derived by the Adviser and its affiliates from the
relationship with the Funds.
The Board observed that, as is generally true of most mutual fund
complexes, the Adviser and its affiliates, by providing services to a number of
funds or other investment clients including the three Funds, were able to spread
costs as they would otherwise be unable to do. The Board noted that while that
produces efficiencies and increased profitability for the Adviser and its
affiliates, it also makes their services available to the three Funds at
favorable levels of quality and cost which are more advantageous to the Funds
than would otherwise have been possible.
Other matters.
The Trustees also considered other factors, including some of those
they had considered in connection with the Annual Review. These factors included
but were not limited to whether each Fund has operated in compliance with its
investment objective and each Fund's record of compliance with its investment
restrictions, and the compliance programs of each Fund and the Adviser. In
evaluating the New Advisory Agreements, the Trustees considered among other
matters ensuring ongoing and future continuity of management of each Fund.
Based on their evaluation of all factors that they deemed to be
material, including those factors described above, and assisted by the advice of
independent counsel, the Trustees, including the non-interested Trustees,
concluded that each Fund's New Advisory Agreement should be approved and
recommended that the shareholders of each Fund vote to approve the New Advisory
Agreement for an initial term through June 30, 2009.
Texts of the proposed New Advisory Agreement for each Fund are attached
as Appendices B, C and D
Information about Asset Management
Group of Bank of Hawaii (the "Adviser")
The Adviser is a division of Bank of Hawaii, all of whose shares are
owned by Bank of Hawaii Corporation ("BOH Corp."). BOH Corp. is a bank holding
company registered under the Bank Holding Company Act of 1956, as amended, and
its common stock is registered under the Securities Exchange Act of 1934 and is
listed and traded on the New York Stock Exchange. The Adviser's address is 130
Merchant Street, Suite 370, Honolulu, HI 96813.
The names and principal occupations of the principal executive officer
and each director of the Adviser are as follows. Their addresses are the same as
that of the Adviser.
Name of Director Position with Adviser.
Tobias M. Martyn Senior Executive Vice President, Manager and Chief
Investment Officer
Stephen K Rodgers Senior Vice President and Fixed Income Manager
Jordan T. Ige Senior Vice President and Operations Manger
Donald G. Charles Vice President and Chief Compliance Officer
Action Requested.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE TO
APPROVE THE NEW ADVISORY AGREEMENT FOR THAT FUND.
Vote Required.
The favorable vote of the holders of a majority (as defined in the 1940
Act) of the outstanding shares of each Fund is required for the approval of this
Proposal No. 1 at the Special Meeting for each such Fund. Under the 1940 Act,
the vote of the holders of a majority of the outstanding shares of each Fund
means the vote of the holders of the lesser of (a) 67% or more of the shares of
such Fund present at the Special Meeting or represented by proxy if the holders
of more than 50% of such shares are so present or represented, or (b) more than
50% of the outstanding shares of such Fund, with one (1) vote for each dollar
(and a proportionate fractional vote for each fraction of a dollar) of net asset
value (determined as of the record date) represented by full and fractional
shares of all of such Fund's two outstanding classes of shares.
If necessary or desirable, the meeting can be adjourned by the
affirmative vote of a majority of the shares present in person or by proxy. In
voting for an adjournment, the proxies will consider all relevant factors,
including possible delay of receipt of proxies and whether or not a substantial
number of negative votes have been cast with respect to any proposal. The
proxies of shareholders who have voted by proxy against a proposal will be voted
against adjournment.
If this proposal is not approved by the shareholders of any Fund, the
Board of Trustees will consider what further action is appropriate, which could
include calling another shareholder meeting.
Other Business.
The Funds do not know of any other matter which will come up for action
at the Meetings. If any other matter or matters properly come up for action at
any Meeting, including any adjournment of the Meetings, the proxy holders will
vote the shares which your proxy card, internet or telephone vote entitles them
to vote, in accordance with their judgment on such matter or matters, except as
noted. That is, by signing and returning your proxy card or by voting by the
internet or telephone, you give the proxy holders discretionary authority as to
any such matter or matters.
Appendix A
PACIFIC CAPITAL CASH ASSETS TRUST
AUDIT COMMITTEE CHARTER
September 15, 2003
1. The Audit Committee shall be composed entirely of independent Trustees.
2. The purposes of the Audit Committee are:
(a) to oversee the Trust's accounting and financial reporting policies.
(b) to oversee the quality and objectivity of the Trust's financial
statements and the independent audit thereof; and
(c) to act as a liaison between the Trust's independent auditors and the
full Board of Trustees.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper
audit and such other functions as deemed appropriate by the Audit
Committee.
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
(a) to select, retain or terminate the auditors and, in connection therewith,
to evaluate the independence of the auditors, including whether the
auditors provide any consulting services to the manager, and to receive the
auditors' specific representations as to their independence;
(b) to meet with the Trust's independent auditors, including private meetings,
as necessary (i) to review and approve the audit plan, detailing the
arrangements for and scope of the annual audit, any special audits and any
other services deemed appropriate; (ii) to discuss any matters of concern
relating to the Trust's financial statements, including any adjustments to
such statements recommended by the auditors, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Trust's financial policies, procedures and internal accounting controls and
management's responses thereto; and (iv) to review the form of opinion the
auditors propose to render to the Board and shareholders;
(c) to consider the effect upon the Trust of any changes in accounting
principles or practices proposed by management or the auditors;
(d) to review and approve the fees charged by the auditors for audit and
non-audit services;
(e) to investigate improprieties or suspected improprieties in Trust
operations;
(f) to establish a complaint mechanism about accounting, internal accounting
controls or auditing matters, including a procedure to receive
confidential, anonymous submissions regarding questionable accounting and
audit matters;
(g) to establish procedures if it believes appropriate for delegation of
pre-approvals of services by auditors to a member or members of the
Committee; and
(h) to report its activities to the full Board on a regular basis and to make
such recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.
4. The Committee shall meet on a periodic basis and is empowered to hold
special meetings as circumstances require.
5. The Committee shall periodically meet with the Chief Financial Officer
and/or the Treasurer of the Trust and with internal auditors, if any, for
the management company.
6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Trust.
7. The Committee shall review this Charter regularly and recommend any changes
to the full Board of Trustees.
Appendix B
PACIFIC CAPITAL CASH ASSETS TRUST
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made as of [ ], 2008 by and between Cash Assets Trust
(the "Business Trust"), a Massachusetts business trust, 380 Madison Avenue,
Suite 2300, New York, NY 10017, and Asset Management Group of Bank of Hawaii
(the "Adviser"), Financial Plaza of the Pacific, P.O. Box 3170, Honolulu, Hawaii
96802,
W I T N E S S E T H :
WHEREAS, the Business Trust and the Adviser have previously entered
into an Amended and Restated Investment Advisory Agreement with respect to a
portfolio of the Business Trust entitled Pacific Capital Cash Assets Trust (the
"Trust"); and
WHEREAS, the Business Trust and the Adviser now wish to enter into a
new agreement as herein set forth, referred to hereafter as "this Agreement";
and
WHEREAS, this Agreement has been approved by the Board of Trustees of
the Business Trust at a meeting held on May 31, 2008 and in addition has been
approved by the holders of a "majority" of the outstanding voting securities of
the Trust, as defined in the Investment Company Act of 1940 (the "Act"), at a
meeting held on [ ], 2008;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. In General
The Adviser agrees, all as more fully set forth herein, to act as
managerial investment adviser to the Trust with respect to the investment of the
Trust's assets, and to supervise and arrange the purchase of securities for and
the sale of securities held in the portfolio of the Trust.
2. Duties and Obligations of the Adviser With Respect To
Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and
subject to the direction and control of the Board of Trustees of the Business
Trust, the Adviser shall:
(i) Supervise continuously the investment program of the Trust and
the composition of its portfolio;
(ii) Determine what securities shall be purchased or sold by the
Trust;
(iii) Arrange for the purchase and the sale of securities held in
the portfolio of the Trust; and
(iv) Furnish information as to such securities to any provider of
fund accounting services to the Trust; monitor records of the
Trust as to the portfolio, including prices, maintained by
such provider of such services; and supply, monthly or more
frequently as may be necessary, pricing of the Trust's
portfolio based on available market quotations using a pricing
service or other source of pricing information satisfactory to
the Trust.
(b) Any investment program furnished by the Adviser under this section
shall at all times conform to, and be in accordance with, any requirements
imposed by: (1) the Act and any rules or regulations in force thereunder; (2)
any other applicable laws, rules and regulations; (3) the Declaration of Trust
and By-Laws of the Business Trust as amended from time to time; (4) any policies
and determinations of the Board of Trustees of the Business Trust; and (5) the
fundamental policies of the Trust, as reflected in its registration statement
under the Act or as amended by the shareholders of the Trust.
(c) The Adviser shall give the Trust the benefit of its best judgment and
effort in rendering services hereunder, but the Adviser shall not be liable for
any loss sustained by reason of the adoption of any investment policy or the
purchase, sale or retention of any security, whether or not such purchase, sale
or retention shall have been based upon (i) its own investigation and research
or (ii) investigation and research made by any other individual, firm or
corporation, if such purchase, sale or retention shall have been made and such
other individual, firm or corporation shall have been selected in good faith by
the Adviser. Nothing herein contained shall, however, be construed to protect
the Adviser against any liability to the Trust or its security holders by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
(d) Nothing in this Agreement shall prevent the Adviser or any affiliated
person (as defined in the Act) of the Adviser from acting as investment adviser
or manager for any other person, firm or corporation and shall not in any way
limit or restrict the Adviser or any such affiliated person from buying, selling
or trading any securities for its own or their own accounts or for the accounts
of others for whom it or they may be acting, provided, however, that the Adviser
expressly represents that it will undertake no activities which, in its
judgment, will adversely affect the performance of its obligations to the Trust
under this Agreement. It is agreed that the Adviser shall have no responsibility
or liability for the accuracy or completeness of the Business Trust's
Registration Statement under the Act and the Securities Act of 1933, except for
information supplied by the Adviser for inclusion therein. The Adviser shall
promptly inform the Business Trust as to any information concerning the Adviser
appropriate for inclusion in such Registration Statement, or as to any
transaction or proposed transaction which might result in an assignment of the
Agreement. The Business Trust agrees to indemnify the Adviser to the full extent
permitted by the Business Trust's Declaration of Trust.
(e) In connection with its duties to arrange for the purchase and sale
of the Trust's portfolio securities, the Adviser shall select such
broker-dealers ("dealers") as shall, in the Adviser's judgment, implement the
policy of the Trust to achieve "best execution," i.e., prompt, efficient, and
reliable execution of orders at the most favorable net price. The Adviser shall
cause the Trust to deal directly with the selling or purchasing principal or
market maker without incurring brokerage commissions unless the Adviser
determines that better price or execution may be obtained by paying such
commissions; the Trust expects that most transactions will be principal
transactions at net prices and that the Trust will incur little or no brokerage
costs. The Business Trust understands that purchases from underwriters include a
commission or concession paid by the issuer to the underwriter and that
principal transactions placed through dealers include a spread between the bid
and asked prices. In allocating transactions to dealers, the Adviser is
authorized to consider, in determining whether a particular dealer will provide
best execution, the dealer's reliability, integrity, financial condition and
risk in positioning the securities involved, as well as the difficulty of the
transaction in question, and thus need not pay the lowest spread or commission
available if the Adviser determines in good faith that the amount of commission
is reasonable in relation to the value of the brokerage and research services
provided by the dealer, viewed either in terms of the particular transaction or
the Adviser's overall responsibilities as to the accounts as to which it
exercises investment discretion. If, on the foregoing basis, the transaction in
question could be allocated to two or more dealers, the Adviser is authorized,
in making such allocation, to consider whether a dealer has provided research
services, as further discussed below. Such research may be in written form or
through direct contact with individuals and may include quotations on portfolio
securities and information on particular issuers and industries, as well as on
market, economic, or institutional activities. The Business Trust recognizes
that no dollar value can be placed on such research services or on execution
services, that such research services may or may not be useful to the Trust
and/or other accounts of the Adviser, and that research received by such other
accounts may or may not be useful to the Trust.
3. Allocation of Expenses
The Adviser agrees that it will furnish the Trust, at the Adviser's
expense, all office space, facilities, equipment and clerical personnel
necessary for carrying out its duties under this Agreement. The Adviser agrees
that it will supply, or cause to be supplied, to any sub-adviser, administrator
or principal underwriter of the Trust all necessary financial information in
connection with such sub-adviser's, administrator's or principal underwriter's
duties under any agreement between such sub-adviser, administrator or principal
underwriter and the Business Trust. The Adviser will also pay all compensation
of the Trust's officers, employees, and Trustees, if any, who are affiliated
persons of the Adviser, provided that if any Trustee is an affiliate of the
Adviser solely by reason of being a member of its Board of Directors, the Trust
may pay compensation to such Trustee, but at a rate no greater than the rate it
pays to its other Trustees. The Trust agrees to bear the costs of preparing and
setting in type its prospectuses, statements of additional information and
reports to its shareholders, and the costs of printing or otherwise producing
and distributing those copies of such prospectuses, statements of additional
information and reports as are sent to its shareholders. All costs and expenses
not expressly assumed by the Adviser under this Agreement or by such
sub-adviser, administrator or principal underwriter shall be paid by the Trust,
including, but not limited to (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums; (iv) compensation of its Trustees other
than those affiliated with the Adviser or such sub-adviser, administrator or
principal underwriter and expenses of all of its Trustees; (v) legal and audit
expenses; (vi) custodian and transfer agent, or shareholder servicing agent,
fees and expenses; (vii) expenses incident to the issuance of its shares
(including issuance on the payment of, or reinvestment of, dividends); (viii)
fees and expenses incident to the registration under Federal or State securities
laws of the Trust or its shares; (ix) expenses of preparing, printing and
mailing reports and notices and proxy material to shareholders of the Trust; (x)
all other expenses incidental to holding meetings of the Trust's shareholders;
and (xi) such non-recurring expenses as may arise, including litigation
affecting the Trust and the legal obligations for which the Business Trust may
have to indemnify its officers and Trustees.
4. Compensation of the Adviser
The Business Trust agrees to pay the Adviser, and the Adviser agrees to accept
as full compensation for all services rendered by the Adviser as such, a
management fee payable monthly and computed on the net asset value of the Trust
as of the close of business each business day at the annual rate of 0.397 of 1%
of such net asset value on net assets of up to $400 million and on net assets
above that amount at an annual rate of 0.364 of 1% of such net assets.
5. Duration and Termination
(a) This Amended and Restated Investment Advisory Agreement shall become
effective upon the date first written above following approval by the
shareholders of the Trust and shall, unless terminated as hereinafter provided,
continue in effect until the June 30 next preceding the first anniversary of the
effective date of this Agreement, and from year to year thereafter, but only so
long as such continuance is specifically approved at least annually (1) by a
vote of the Business Trust's Board of Trustees, including a vote of a majority
of the Trustees who are not parties to this Agreement or "interested persons"
(as defined in the Act) of any such party, with votes cast in person at a
meeting called for the purpose of voting on such approval, or (2) by a vote of
the holders of a "majority" (as so defined) of the outstanding voting securities
of the Trust and by such a vote of the Trustees.
(b) This Agreement may be terminated by the Adviser at any time without
penalty upon giving the Business Trust sixty days' written notice (which notice
may be waived by the Business Trust) and may be terminated by the Business Trust
at any time without penalty upon giving the Adviser sixty days' written notice
(which notice may be waived by the Adviser), provided that such termination by
the Business Trust shall be directed or approved by a vote of a majority of its
Trustees in office at the time or by a vote of the holders of a majority (as
defined in the Act) of the voting securities of the Trust outstanding and
entitled to vote. This Agreement shall automatically terminate in the event of
its assignment (as defined in the Act).
6. Disclaimer of Shareholder Liability
The Adviser understands that the obligations of this Agreement are not
binding upon any shareholder of the Trust personally, but bind only the Business
Trust's property; the Adviser represents that it has notice of the provisions of
the Business Trust's Declaration of Trust disclaiming shareholder liability for
acts or obligations of the Trust.
7. Notices of Meetings
The Business Trust agrees that notice of each meeting of the Board of
Trustees of the Business Trust will be sent to the Adviser and that the Business
Trust will make appropriate arrangements for the attendance (as persons present
by invitation) of such person or persons as the Adviser may designate.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by their duly authorized officers and their seals to be hereunto
affixed, all as of the day and year first above written.
ATTEST: Cash Assets Trust
________________________ By:___________________________________
Asset Management Group
ATTEST: of Bank of Hawaii
________________________ By:___________________________________
Appendix C
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made as of [ ], 2008 by and between Cash Assets Trust
(the "Business Trust"), a Massachusetts business trust, 380 Madison Avenue,
Suite 2300, New York, NY 10017, and Asset Management Group of Bank of Hawaii
(the "Adviser"), Financial Plaza of the Pacific, P.O. Box 3170, Honolulu, Hawaii
96802,
W I T N E S S E T H :
WHEREAS, the Business Trust and the Adviser have previously entered
into an Amended and Restated Investment Advisory Agreement with respect to a
portfolio of the Business Trust entitled Pacific Capital Tax-Free Cash Assets
Trust (the "Trust"); and
WHEREAS, the Business Trust and the Adviser now wish to enter into a
new agreement as herein set forth, referred to hereafter as "this Agreement";
and
WHEREAS, this Agreement has been approved by the Board of Trustees of
the Business Trust at a meeting held on May 31, 2008 and in addition has been
approved by the holders of a "majority" of the outstanding voting securities of
the Trust, as defined in the Investment Company Act of 1940 (the "Act"), at a
meeting held on [ ], 2008;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. In General
The Adviser agrees, all as more fully set forth herein, to act as
managerial investment adviser to the Trust with respect to the investment of the
Trust's assets, and to supervise and arrange the purchase of securities for and
the sale of securities held in the portfolio of the Trust.
2. Duties and Obligations of the Adviser With Respect To
Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the
direction and control of the Board of Trustees of the Business Trust, the
Adviser shall:
(i) Supervise continuously the investment program of the Trust and
the composition of its portfolio;
(ii) Determine what securities shall be purchased or sold by the
Trust;
(iii) Arrange for the purchase and the sale of securities held in
the portfolio of the Trust; and
(iv) Furnish information as to such securities to any provider of
fund accounting services to the Trust; monitor records of the
Trust as to the portfolio, including prices, maintained by
such provider of such services; and supply, monthly or more
frequently as may be necessary, pricing of the Trust's
portfolio based on available market quotations using a pricing
service or other source of pricing information satisfactory to
the Trust.
(b) Any investment program furnished by the Adviser under this
section shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the Act and any rules or regulations in force
thereunder; (2) any other applicable laws, rules and regulations; (3) the
Declaration of Trust and By-Laws of the Business Trust as amended from time to
time; (4) any policies and determinations of the Board of Trustees of the
Business Trust; and (5) the fundamental policies of the Trust, as reflected in
its registration statement under the Act or as amended by the shareholders of
the Trust.
(c) The Adviser shall give the Trust the benefit of its best
judgment and effort in rendering services hereunder, but the Adviser shall not
be liable for any loss sustained by reason of the adoption of any investment
policy or the purchase, sale or retention of any security, whether or not such
purchase, sale or retention shall have been based upon (i) its own investigation
and research or (ii) investigation and research made by any other individual,
firm or corporation, if such purchase, sale or retention shall have been made
and such other individual, firm or corporation shall have been selected in good
faith by the Adviser. Nothing herein contained shall, however, be construed to
protect the Adviser against any liability to the Trust or its security holders
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(d) Nothing in this Agreement shall prevent the Adviser or any
affiliated person (as defined in the Act) of the Adviser from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way limit or restrict the Adviser or any such affiliated person
from buying, selling or trading any securities for its own or their own accounts
or for the accounts of others for whom it or they may be acting, provided,
however, that the Adviser expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement. It is agreed that the Adviser
shall have no responsibility or liability for the accuracy or completeness of
the Business Trust's Registration Statement under the Act and the Securities Act
of 1933, except for information supplied by the Adviser for inclusion therein.
The Adviser shall promptly inform the Business Trust as to any information
concerning the Adviser appropriate for inclusion in such Registration Statement,
or as to any transaction or proposed transaction which might result in an
assignment of the Agreement. The Business Trust agrees to indemnify the Adviser
to the full extent permitted by the Business Trust's Declaration of Trust.
(e) In connection with its duties to arrange for the purchase and sale
of the Trust's portfolio securities, the Adviser shall select such
broker-dealers ("dealers") as shall, in the Adviser's judgment, implement the
policy of the Trust to achieve "best execution," i.e., prompt, efficient, and
reliable execution of orders at the most favorable net price. The Adviser shall
cause the Trust to deal directly with the selling or purchasing principal or
market maker without incurring brokerage commissions unless the Adviser
determines that better price or execution may be obtained by paying such
commissions; the Trust expects that most transactions will be principal
transactions at net prices and that the Trust will incur little or no brokerage
costs. The Business Trust understands that purchases from underwriters include a
commission or concession paid by the issuer to the underwriter and that
principal transactions placed through dealers include a spread between the bid
and asked prices. In allocating transactions to dealers, the Adviser is
authorized to consider, in determining whether a particular dealer will provide
best execution, the dealer's reliability, integrity, financial condition and
risk in positioning the securities involved, as well as the difficulty of the
transaction in question, and thus need not pay the lowest spread or commission
available if the Adviser determines in good faith that the amount of commission
is reasonable in relation to the value of the brokerage and research services
provided by the dealer, viewed either in terms of the particular transaction or
the Adviser's overall responsibilities as to the accounts as to which it
exercises investment discretion. If, on the foregoing basis, the transaction in
question could be allocated to two or more dealers, the Adviser is authorized,
in making such allocation, to consider whether a dealer has provided research
services, as further discussed below. Such research may be in written form or
through direct contact with individuals and may include quotations on portfolio
securities and information on particular issuers and industries, as well as on
market, economic, or institutional activities. The Business Trust recognizes
that no dollar value can be placed on such research services or on execution
services, that such research services may or may not be useful to the Trust
and/or other accounts of the Adviser, and that research received by such other
accounts may or may not be useful to the Trust.
3. Allocation of Expenses
The Adviser agrees that it will furnish the Trust, at the Adviser's
expense, all office space, facilities, equipment and clerical personnel
necessary for carrying out its duties under this Agreement. The Adviser agrees
that it will supply, or cause to be supplied, to any sub-adviser, administrator
or principal underwriter of the Trust all necessary financial information in
connection with such sub-adviser's, administrator's or principal underwriter's
duties under any agreement between such sub-adviser, administrator or principal
underwriter and the Business Trust. The Adviser will also pay all compensation
of the Trust's officers, employees, and Trustees, if any, who are affiliated
persons of the Adviser, provided that if any Trustee is an affiliate of the
Adviser solely by reason of being a member of its Board of Directors, the Trust
may pay compensation to such Trustee, but at a rate no greater than the rate it
pays to its other Trustees. The Trust agrees to bear the costs of preparing and
setting in type its prospectuses, statements of additional information and
reports to its shareholders, and the costs of printing or otherwise producing
and distributing those copies of such prospectuses, statements of additional
information and reports as are sent to its shareholders. All costs and expenses
not expressly assumed by the Adviser under this Agreement or by such
sub-adviser, administrator or principal underwriter shall be paid by the Trust,
including, but not limited to (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums; (iv) compensation of its Trustees other
than those affiliated with the Adviser or such sub-adviser, administrator or
principal underwriter and expenses of all of its Trustees; (v) legal and audit
expenses; (vi) custodian and transfer agent, or shareholder servicing agent,
fees and expenses; (vii) expenses incident to the issuance of its shares
(including issuance on the payment of, or reinvestment of, dividends); (viii)
fees and expenses incident to the registration under Federal or State securities
laws of the Trust or its shares; (ix) expenses of preparing, printing and
mailing reports and notices and proxy material to shareholders of the Trust; (x)
all other expenses incidental to holding meetings of the Trust's shareholders;
and (xi) such non-recurring expenses as may arise, including litigation
affecting the Trust and the legal obligations for which the Business Trust may
have to indemnify its officers and Trustees.
4. Compensation of the Adviser
The Business Trust agrees to pay the Adviser, and the Adviser
agrees to accept as full compensation for all services rendered by the Adviser
as such, a management fee payable monthly and computed on the net asset value of
the Trust as of the close of business each business day at the annual rate of
0.318 of 1% of such net asset value on net assets of up to $300 million and on
net assets above that amount at an annual rate of 0.285 of 1% of such net
assets.
5. Duration and Termination
(a) This Amended and Restated Investment Advisory Agreement
shall become effective upon the date first written above following approval by
the shareholders of the Trust and shall, unless terminated as hereinafter
provided, continue in effect until the June 30 next preceding the first
anniversary of the effective date of this Agreement, and from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (1) by a vote of the Business Trust's Board of Trustees,
including a vote of a majority of the Trustees who are not parties to this
Agreement or "interested persons" (as defined in the Act) of any such party,
with votes cast in person at a meeting called for the purpose of voting on such
approval, or (2) by a vote of the holders of a "majority" (as so defined) of the
outstanding voting securities of the Trust and by such a vote of the Trustees.
(b) This Agreement may be terminated by the Adviser at any time without
penalty upon giving the Business Trust sixty days' written notice (which notice
may be waived by the Business Trust) and may be terminated by the Business Trust
at any time without penalty upon giving the Adviser sixty days' written notice
(which notice may be waived by the Adviser), provided that such termination by
the Business Trust shall be directed or approved by a vote of a majority of its
Trustees in office at the time or by a vote of the holders of a majority (as
defined in the Act) of the voting securities of the Trust outstanding and
entitled to vote. This Agreement shall automatically terminate in the event of
its assignment (as defined in the Act).
6. Disclaimer of Shareholder Liability
The Adviser understands that the obligations of this Agreement
are not binding upon any shareholder of the Trust personally, but bind only the
Business Trust's property; the Adviser represents that it has notice of the
provisions of the Business Trust's Declaration of Trust disclaiming shareholder
liability for acts or obligations of the Trust.
7. Notices of Meetings
The Business Trust agrees that notice of each meeting of the
Board of Trustees of the Business Trust will be sent to the Adviser and that the
Business Trust will make appropriate arrangements for the attendance (as persons
present by invitation) of such person or persons as the Adviser may designate.
IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized officers and their
seals to be hereunto affixed, all as of the day and year first above written.
ATTEST: Cash Assets Trust
________________________ By:___________________________________
Asset Management Group
ATTEST: of Bank of Hawaii
________________________ By:___________________________________
Appendix D
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES
CASH ASSETS TRUST
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made as of [ ], 2008 by and between Cash Assets Trust
(the "Business Trust"), a Massachusetts business trust, 380 Madison Avenue,
Suite 2300, New York, NY 10017, and Asset Management Group of Bank of Hawaii
(the "Adviser"), Financial Plaza of the Pacific, P.O. Box 3170, Honolulu, Hawaii
96802,
W I T N E S S E T H :
WHEREAS, the Business Trust and the Adviser have previously entered into an
Amended and Restated Investment Advisory Agreement with respect to a portfolio
of the Business Trust entitled Pacific Capital U.S. Governement Securities Cash
Assets Trust (the "Trust"); and
WHEREAS, the Business Trust and the Adviser now wish to enter into a
new agreement as herein set forth, referred to hereafter as "this Agreement";
and
WHEREAS, this Agreement has been approved by the Board of Trustees of
the Business Trust at a meeting held on May 31, 2008 and in addition has been
approved by the holders of a "majority" of the outstanding voting securities of
the Trust, as defined in the Investment Company Act of 1940 (the "Act"), at a
meeting held on [ ], 2008;
NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. In General
The Adviser agrees, all as more fully set forth herein, to act as
managerial investment adviser to the Trust with respect to the investment of the
Trust's assets, and to supervise and arrange the purchase of securities for and
the sale of securities held in the portfolio of the Trust.
2. Duties and Obligations of the Adviser With Respect To
Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the
direction and control of the Board of Trustees of the Business Trust, the
Adviser shall:
(i) Supervise continuously the investment program of the Trust and
the composition of its portfolio;
(ii) Determine what securities shall be purchased or sold by the
Trust;
(iii) Arrange for the purchase and the sale of securities held in
the portfolio of the Trust; and
(iv) Furnish information as to such securities to any provider of
fund accounting services to the Trust; monitor records of the
Trust as to the portfolio, including prices, maintained by
such provider of such services; and supply, monthly or more
frequently as may be necessary, pricing of the Trust's
portfolio based on available market quotations using a pricing
service or other source of pricing information satisfactory to
the Trust.
(b) Any investment program furnished by the Adviser under this section
shall at all times conform to, and be in accordance with, any requirements
imposed by: (1) the Act and any rules or regulations in force thereunder; (2)
any other applicable laws, rules and regulations; (3) the Declaration of Trust
and By-Laws of the Business Trust as amended from time to time; (4) any policies
and determinations of the Board of Trustees of the Business Trust; and (5) the
fundamental policies of the Trust, as reflected in its registration statement
under the Act or as amended by the shareholders of the Trust.
(c) The Adviser shall give the Trust the benefit of its best judgment and
effort in rendering services hereunder, but the Adviser shall not be liable for
any loss sustained by reason of the adoption of any investment policy or the
purchase, sale or retention of any security, whether or not such purchase, sale
or retention shall have been based upon (i) its own investigation and research
or (ii) investigation and research made by any other individual, firm or
corporation, if such purchase, sale or retention shall have been made and such
other individual, firm or corporation shall have been selected in good faith by
the Adviser. Nothing herein contained shall, however, be construed to protect
the Adviser against any liability to the Trust or its security holders by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
(d) Nothing in this Agreement shall prevent the Adviser or any affiliated
person (as defined in the Act) of the Adviser from acting as investment adviser
or manager for any other person, firm or corporation and shall not in any way
limit or restrict the Adviser or any such affiliated person from buying, selling
or trading any securities for its own or their own accounts or for the accounts
of others for whom it or they may be acting, provided, however, that the Adviser
expressly represents that it will undertake no activities which, in its
judgment, will adversely affect the performance of its obligations to the Trust
under this Agreement. It is agreed that the Adviser shall have no responsibility
or liability for the accuracy or completeness of the Business Trust's
Registration Statement under the Act and the Securities Act of 1933, except for
information supplied by the Adviser for inclusion therein. The Adviser shall
promptly inform the Business Trust as to any information concerning the Adviser
appropriate for inclusion in such Registration Statement, or as to any
transaction or proposed transaction which might result in an assignment of the
Agreement. The Business Trust agrees to indemnify the Adviser to the full extent
permitted by the Business Trust's Declaration of Trust.
(e) In connection with its duties to arrange for the purchase and sale
of the Trust's portfolio securities, the Adviser shall select such
broker-dealers ("dealers") as shall, in the Adviser's judgment, implement the
policy of the Trust to achieve "best execution," i.e., prompt, efficient, and
reliable execution of orders at the most favorable net price. The Adviser shall
cause the Trust to deal directly with the selling or purchasing principal or
market maker without incurring brokerage commissions unless the Adviser
determines that better price or execution may be obtained by paying such
commissions; the Trust expects that most transactions will be principal
transactions at net prices and that the Trust will incur little or no brokerage
costs. The Business Trust understands that purchases from underwriters include a
commission or concession paid by the issuer to the underwriter and that
principal transactions placed through dealers include a spread between the bid
and asked prices. In allocating transactions to dealers, the Adviser is
authorized to consider, in determining whether a particular dealer will provide
best execution, the dealer's reliability, integrity, financial condition and
risk in positioning the securities involved, as well as the difficulty of the
transaction in question, and thus need not pay the lowest spread or commission
available if the Adviser determines in good faith that the amount of commission
is reasonable in relation to the value of the brokerage and research services
provided by the dealer, viewed either in terms of the particular transaction or
the Adviser's overall responsibilities as to the accounts as to which it
exercises investment discretion. If, on the foregoing basis, the transaction in
question could be allocated to two or more dealers, the Adviser is authorized,
in making such allocation, to consider whether a dealer has provided research
services, as further discussed below. Such research may be in written form or
through direct contact with individuals and may include quotations on portfolio
securities and information on particular issuers and industries, as well as on
market, economic, or institutional activities. The Business Trust recognizes
that no dollar value can be placed on such research services or on execution
services, that such research services may or may not be useful to the Trust
and/or other accounts of the Adviser, and that research received by such other
accounts may or may not be useful to the Trust.
3. Allocation of Expenses
The Adviser agrees that it will furnish the Trust, at the Adviser's
expense, all office space, facilities, equipment and clerical personnel
necessary for carrying out its duties under this Agreement. The Adviser agrees
that it will supply, or cause to be supplied, to any sub-adviser, administrator
or principal underwriter of the Trust all necessary financial information in
connection with such sub-adviser's, administrator's or principal underwriter's
duties under any agreement between such sub-adviser, administrator or principal
underwriter and the Business Trust. The Adviser will also pay all compensation
of the Trust's officers, employees, and Trustees, if any, who are affiliated
persons of the Adviser, provided that if any Trustee is an affiliate of the
Adviser solely by reason of being a member of its Board of Directors, the Trust
may pay compensation to such Trustee, but at a rate no greater than the rate it
pays to its other Trustees. The Trust agrees to bear the costs of preparing and
setting in type its prospectuses, statements of additional information and
reports to its shareholders, and the costs of printing or otherwise producing
and distributing those copies of such prospectuses, statements of additional
information and reports as are sent to its shareholders. All costs and expenses
not expressly assumed by the Adviser under this Agreement or by such
sub-adviser, administrator or principal underwriter shall be paid by the Trust,
including, but not limited to (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums; (iv) compensation of its Trustees other
than those affiliated with the Adviser or such sub-adviser, administrator or
principal underwriter and expenses of all of its Trustees; (v) legal and audit
expenses; (vi) custodian and transfer agent, or shareholder servicing agent,
fees and expenses; (vii) expenses incident to the issuance of its shares
(including issuance on the payment of, or reinvestment of, dividends); (viii)
fees and expenses incident to the registration under Federal or State securities
laws of the Trust or its shares; (ix) expenses of preparing, printing and
mailing reports and notices and proxy material to shareholders of the Trust; (x)
all other expenses incidental to holding meetings of the Trust's shareholders;
and (xi) such non-recurring expenses as may arise, including litigation
affecting the Trust and the legal obligations for which the Business Trust may
have to indemnify its officers and Trustees.
4. Compensation of the Adviser
The Business Trust agrees to pay the Adviser, and the Adviser agrees to
accept as full compensation for all services rendered by the Adviser as such, a
management fee payable monthly and computed on the net asset value of the Trust
as of the close of business each business day at the annual rate of 0.328 of 1%
of such net asset value on net assets of up to $1,900 million and on net assets
above that amount at an annual rate of 0.295 of 1% of such net assets.
5. Duration and Termination
(a) This Amended and Restated Investment Advisory Agreement shall become
effective upon the date first written above following approval by the
shareholders of the Trust and shall, unless terminated as hereinafter provided,
continue in effect until the June 30 next preceding the first anniversary of the
effective date of this Agreement, and from year to year thereafter, but only so
long as such continuance is specifically approved at least annually (1) by a
vote of the Business Trust's Board of Trustees, including a vote of a majority
of the Trustees who are not parties to this Agreement or "interested persons"
(as defined in the Act) of any such party, with votes cast in person at a
meeting called for the purpose of voting on such approval, or (2) by a vote of
the holders of a "majority" (as so defined) of the outstanding voting securities
of the Trust and by such a vote of the Trustees.
(b) This Agreement may be terminated by the Adviser at any time without
penalty upon giving the Business Trust sixty days' written notice (which notice
may be waived by the Business Trust) and may be terminated by the Business Trust
at any time without penalty upon giving the Adviser sixty days' written notice
(which notice may be waived by the Adviser), provided that such termination by
the Business Trust shall be directed or approved by a vote of a majority of its
Trustees in office at the time or by a vote of the holders of a majority (as
defined in the Act) of the voting securities of the Trust outstanding and
entitled to vote. This Agreement shall automatically terminate in the event of
its assignment (as defined in the Act).
6. Disclaimer of Shareholder Liability
The Adviser understands that the obligations of this Agreement are not
binding upon any shareholder of the Trust personally, but bind only the Business
Trust's property; the Adviser represents that it has notice of the provisions of
the Business Trust's Declaration of Trust disclaiming shareholder liability for
acts or obligations of the Trust.
7. Notices of Meetings
The Business Trust agrees that notice of each meeting of the
Board of Trustees of the Business Trust will be sent to the Adviser and that the
Business Trust will make appropriate arrangements for the attendance (as persons
present by invitation) of such person or persons as the Adviser may designate.
IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized officers and their
seals to be hereunto affixed, all as of the day and year first above written.
ATTEST: Cash Assets Trust
________________________ By:___________________________________
Asset Management Group
ATTEST: of Bank of Hawaii
________________________ By:___________________________________
PACIFIC CAPITAL CASH ASSETS TRUST
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST
Notice of Annual Meetings
and Notice of Special Meetings of
Shareholders to Be Held
on July 16, 2008
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
AQUILA GROUP OF FUNDS
PACIFIC CAPITAL CASH ASSETS TRUST Proxy for Annual
Meeting of Shareholders - July 16, 2008
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Pacific Capital Cash Assets Trust (the "Fund") whose
signature(s) appear(s) below does/do hereby appoint DIANA P. HERRMANN, CHARLES
E. CHILDS, III and EDWARD M. W. HINES, or any 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 Wednesday, July 16, 2008 at
the offices of the Fund, 380 Madison Avenue, Suite 2300, New York, New York at
10:00 a.m. Eastern Daylight Time, and 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 on the reverse side. Such shares are entitled to
one vote for every dollar of net asset value represented by the share balance
printed below.
Management recommends a vote FOR all nominees in Proposal No. 1 and FOR Proposal
No. 2. The shares represented hereby will be voted as indicated on the reverse
or FOR if no choice is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your
title as such. Joint owners should each sign.
------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
-------------------------------------------------
Date_____________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
PACIFIC CAPITAL CASH ASSETS TRUST ANNUAL MEETING
1. Election of Trustee Nominees:
01. Thomas W. Courtney 02. Diana P. Herrmann* 03. Stanley W. Hong 04.
Theodore T. Mason 05. Russell K. Okata 06. Douglas Philpotts 07. Oswald K.
Stender
*Interested Trustee
For All Withhold All For All Except
-- -- --
[--] [--] [--]
To withhold authority to vote for one or more (but not all) nominees, mark "FOR
ALL EXCEPT" and write the nominee number(s) and/ or name(s) on the line below.
- --------------------
2. Action on selection of Tait, Weller & Baker LLP as independent registered
public accounting firm. (Annual Meeting Proposal No. 2 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their best
judgment.
PACIFIC CAPITAL CASH ASSETS TRUST ANNUAL MEETING
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
AQUILA GROUP OF FUNDS
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST Proxy for Annual
Meeting of Shareholders - July 16, 2008
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Pacific Capital Tax-Free Cash Assets Trust (the "Fund")
whose signature(s) appear(s) below does/do hereby appoint DIANA P. HERRMANN,
CHARLES E. CHILDS, III and EDWARD M. W. HINES, or any 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 Wednesday, July 16,
2008 at the offices of the Fund, 380 Madison Avenue, Suite 2300, New York, New
York at 10:00 a.m. Eastern Daylight Time, and 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 on the reverse side. Such shares are
entitled to one vote for every dollar of net asset value represented by the
share balance printed below.
Management recommends a vote FOR all nominees in Proposal No. 1 and FOR Proposal
No. 2. The shares represented hereby will be voted as indicated on the reverse
or FOR if no choice is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your
title as such. Joint owners should each sign.
------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
-------------------------------------------------
Date_____________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST ANNUAL MEETING
1. Election of Trustee Nominees:
01. Thomas W. Courtney 02. Diana P. Herrmann* 03. Stanley W. Hong 04.
Theodore T. Mason 05. Russell K. Okata 06. Douglas Philpotts 07. Oswald K.
Stender
*Interested Trustee
For All Withhold All For All Except
-- -- --
[--] [--] [--]
To withhold authority to vote for one or more (but not all) nominees, mark "FOR
ALL EXCEPT" and write the nominee number(s) and/ or name(s) on the line below.
- --------------------
2. Action on selection of Tait, Weller & Baker LLP as independent registered
public accounting firm. (Annual Meeting Proposal No. 2 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their best
judgment.
PACIFIC CAPITAL CASH ASSETS TRUST ANNUAL MEETING
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
AQUILA GROUP OF FUNDS
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST
Proxy for Annual Meeting of Shareholders - July 16, 2008
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Pacific Capital U.S. Government Securities Cash Assets
Trust (the "Fund") whose signature(s) appear(s) below does/do hereby appoint
DIANA P. HERRMANN, CHARLES E. CHILDS, III and EDWARD M. W. HINES, or any 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 Wednesday, July 16, 2008 at the offices of the Fund, 380 Madison Avenue,
Suite 2300, New York, New York at 10:00 a.m. Eastern Daylight Time, and 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 on the
reverse side. Such shares are entitled to one vote for every dollar of net asset
value represented by the share balance printed below.
Management recommends a vote FOR all nominees in Proposal No. 1 and FOR Proposal
No. 2. The shares represented hereby will be voted as indicated on the reverse
or FOR if no choice is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your
title as such. Joint owners should each sign.
------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
-------------------------------------------------
Date_____________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST ANNUAL MEETING
1. Election of Trustee Nominees:
01. Thomas W. Courtney 02. Diana P. Herrmann* 03. Stanley W. Hong 04.
Theodore T. Mason 05. Russell K. Okata 06. Douglas Philpotts 07. Oswald K.
Stender
*Interested Trustee
For All Withhold All For All Except
-- -- --
[--] [--] [--]
To withhold authority to vote for one or more (but not all) nominees, mark "FOR
ALL EXCEPT" and write the nominee number(s) and/ or name(s) on the line below.
- --------------------
2. Action on selection of Tait, Weller & Baker LLP as independent registered
public accounting firm. (Annual Meeting Proposal No. 2 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their best
judgment.
PACIFIC CAPITAL CASH ASSETS TRUST ANNUAL MEETING
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------
- ------------------------------ -------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
Please detach at perforation before mailing.
AQUILA GROUP OF FUNDS
PACIFIC CAPITAL CASH ASSETS TRUST Proxy for Special
Meeting of Shareholders - July 16, 2008
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Pacific Capital Cash Assets Trust (the "Fund") whose
signature(s) appear(s) below does/do hereby appoint DIANA P. HERRMANN, CHARLES
E. CHILDS, III and EDWARD M. W. HINES, or any of them, as attorneys and proxies
of the undersigned, with full power of substitution, to attend the Special
Meeting of Shareholders of the Fund to be held on Wednesday, July 16, 2008 at
the offices of the Fund, 380 Madison Avenue, Suite 2300, New York, New York at
11:00 a.m. Eastern Daylight Time, and 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 matter listed on the reverse side. Such shares are entitled to
one vote for every dollar of net asset value represented by the share balance
printed below.
Management recommends a vote FOR Special Meeting Proposal No. 1. The shares
represented hereby will be voted as indicated on the reverse or FOR if no choice
is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your
title as such. Joint owners should each sign.
------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
-------------------------------------------------
Date_____________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
PACIFIC CAPITAL CASH ASSETS TRUST SPECIAL MEETING
1. Action on a new Advisory and Administration Agreement. (Special Meeting
Proposal No. 1 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their
best judgment.
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
- -------------------------------- -------------------------------
- -------------------------------- -------------------------------
- -------------------------------- -------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
Please detach at perforation before mailing.
AQUILA GROUP OF FUNDS
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST Proxy for
Special Meeting of Shareholders - July 16, 2008
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Pacific Capital Tax-Free Cash Assets Trust (the "Fund")
whose signature(s) appear(s) below does/do hereby appoint DIANA P. HERRMANN,
CHARLES E. CHILDS, III and EDWARD M. W. HINES, or any of them, as attorneys and
proxies of the undersigned, with full power of substitution, to attend the
Special Meeting of Shareholders of the Fund to be held on Wednesday, July 16,
2008 at the offices of the Fund, 380 Madison Avenue, Suite 2300, New York, New
York at 11:00 a.m. Eastern Daylight Time, and 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 matter listed on the reverse side. Such shares are
entitled to one vote for every dollar of net asset value represented by the
share balance printed below.
Management recommends a vote FOR Special Meeting Proposal No. 1. The shares
represented hereby will be voted as indicated on the reverse or FOR if no choice
is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your
title as such. Joint owners should each sign.
------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
-------------------------------------------------
Date_____________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST SPECIAL MEETING
1. Action on a new Advisory and Administration Agreement. (Special Meeting
Proposal No. 1 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their
best judgment.
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
- -------------------------------- -------------------------------
- -------------------------------- -------------------------------
- -------------------------------- -------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
AQUILA GROUP OF FUNDS
PACIFIC CAPITAL CASH U.S. GOVERNMENT SECURITIES ASSETS TRUST
Proxy for Special Meeting of Shareholders - July 16, 2008
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Pacific Capital U.S. Government Securities Cash Assets
Trust (the "Fund") whose signature(s) appear(s) below does/do hereby appoint
DIANA P. HERRMANN, CHARLES E. CHILDS, III and EDWARD M. W. HINES, or any of
them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Special Meeting of Shareholders of the Fund to be
held on Wednesday, July 16, 2008 at the offices of the Fund, 380 Madison Avenue,
Suite 2300, New York, New York at 11:00 a.m. Eastern Daylight Time, and 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 matter listed on the
reverse side. Such shares are entitled to one vote for every dollar of net asset
value represented by the share balance printed below.
Management recommends a vote FOR Special Meeting Proposal No. 1. The shares
represented hereby will be voted as indicated on the reverse or FOR if no choice
is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your
title as such. Joint owners should each sign.
------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
-------------------------------------------------
Date_____________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST SPECIAL MEETING
1. Action on a new Advisory and Administration Agreement. (Special Meeting
Proposal No. 1 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their
best judgment.
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
- -------------------------------- -------------------------------
- -------------------------------- -------------------------------
- -------------------------------- -------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.