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 Meeting of
Shareholders to Be Held
on September 23, 2009
To Shareholders:
The purpose of this Notice is to advise you that a Special Meeting 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) at the offices of the Funds
380 Madison Avenue
Suite 2300
New York, NY 10017;
Time: (b) on Wednesday, September 23, 2009
at 10:00 a.m. Eastern Daylight Time;
Purposes: (c) For the following purposes:
(i) to elect eight Trustees; each Trustee elected will hold office
until the next meeting of each Fund's shareholders or until his
or her successor is duly elected (Proposal No. 1);
(ii) To ratify (that is, to approve) or reject the selection of
Tait, Weller & Baker LLP as each Fund's independent registered
public accounting firm for the fiscal year ending March 31,
2010 (Proposal No. 2);
(iii) To act upon any other matters which may properly come
before the Meeting at the scheduled time and place or any
adjourned meeting or meetings.
Who Can Vote
What Shares: (d) To vote at the Meeting, you must have been a shareholder on the
records of the applicable Fund at the close of business on
June 29, 2009 (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 Meeting (or any adjourned meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
August 19, 2009
Please Note:
If you do not expect to attend the 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
Proxy Statement
Introduction
The purpose of the Notice preceding this Proxy Statement is to advise you
of the time, place and purposes of a Meeting 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 voting decisions.
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.
This Notice and Proxy Statement are first being mailed on or about August
19, 2009.
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 Card:
The enclosed proxy card authorizes 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. As to the election of Trustees you may authorize the proxy
holders to vote your shares for the entire slate indicated below by marking the
appropriate box on the proxy card or by merely signing and returning your proxy
card with no instructions. Or you may withhold the authority of the proxy
holders to vote on the election of Trustees by marking the appropriate box.
Also, you may withhold that authority as to any particular nominee by following
the instructions on the proxy card.
As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on this proposal by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
a box on the proposal, the proxy holders will vote your shares for that
proposal.
(2) Internet Voting:
To vote your shares by the Internet, please contact one or more of the
Funds at the Internet address shown on your proxy card. 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 the proxy card by mail.
(3) Telephone Voting:
To vote your shares by telephone, call the toll-free number on your proxy
card. 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 Meeting to
be held at the time and place and for the purposes indicated in the Notice or
any adjourned meeting or meetings. Whenever it is stated in this Proxy Statement
that a matter is to be acted on at the Meeting, this means the Meeting held at
the scheduled time or any adjourned meeting or meetings.
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 this Notice 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 meeting of each Fund is expected to
act only upon matters that affect that Fund as a whole: the election of Trustees
and the selection of an independent registered public accounting firm. 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 Meeting, eight 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 except for
Mr. Humphreys, Mr. Kobayashi and Mr. O'Flaherty are presently Trustees and were
elected by the shareholders in July 2008. The Nominating Committee is proposing
the election of Mr. Humphreys, Mr. Kobayashi and Mr. O'Flaherty at the
suggestion of the Trustees of the Funds. 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) Length of Principal Occupation(s) Overseen by a directorship unless
and 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, President Aquila Group of Funds((7)) and
since 1998 and parent of Aquila Investment
Trustee since Management LLC, Administrator
2004 since 2004, President since 1997,
Chief Operating Officer,
1997-2008, 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, President and
Manager of the Administrator
since 2003, and Chief Operating
Officer of the Administrator,
2003-2008; 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; Governor, Investment
Company Institute (a trade
organization for the U.S. mutual
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 None
New York, NY Board of Power Partners LTD since 1994
(11/24/35) Trustees since and Louisiana Power Partners,
2004 and 1999-2003; Trustee, Premier VIT,
Trustee since 2000-2009; Treasurer, Fort
1984 Schuyler Maritime Alumni
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 None
Sewickley,PA since 1984 Inc., a venture capital firm,
(08/17/33)since 1988.
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
(04/05/36) President - Hawaii Area for 12 bond and stock funds;
Waste Management, Inc., First Insurance Co. of
2001-2005; Trustee, The King Hawaii, Ltd., Lanihau
William Charles Lunalilo Trust Properties, Ltd., The
Estate since 2001; President and Westye Group - West
Chief Executive Officer, The (Hawaii), Inc., Heald
Chamber of Commerce of Hawaii, Education LLC.
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.
Richard L. Humphreys Nominee President, Hawaii Receivables None Trustee, Pacific Capital
Kaneohe, HI Management, LLC (a factoring Funds(R), which includes
(10/06/43) company) since 2001; President, 12 bond and stock funds;
Lynk Payment Systems Hawaii, LLC
(credit card processing) since 2002.
Bert A. Kobayashi, Jr. Nominee President and Chief Executive None Hawaiian Electric
Honolulu, HI Officer, Kobayashi Group, LLC (a Company, Inc.
(04/22/70) group of companies primarily
engaged in real estate enterprises)
since 2001; Managing Director, KG
Holdings, LLC (real estate
investment) since 2009; Vice
President, Nikken Holdings, LLC (real
estate investment) since 2003;
interested in a number of other real
estate companies in Hawaii.
Glenn P. O'Flaherty Nominee Chief Financial Officer and 2 None
Denver, CO Chief Operating Officer of
(08/03/58) Lizard Investors, LLC since
2008; Co-Founder, Chief Financial
Officer and Chief Compliance Officer
of Three Peaks Capital Management,
LLP, 2003-2005; Vice President -
Investment Accounting, Global Trading
and Trade Operations, Janus Capital
Corporation, and Chief Financial
Officer and Treasurer, Janus Funds,
1991-2002.
Russell K. Okata Trustee Executive Director, Hawaii 5 Trustee, Pacific Capital
Honolulu, HI since 1993 Government Employees Association Funds(R), which includes
(03/22/44) AFSCME Local 152, AFL-CIO 12 bond and stock funds.
1981-2007; International Vice
President, American Federation
of State, County and Municipal
Employees, AFL-CIO 1981-2007;
director of various civic and
charitable organizations.
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; Director or trustee,
Premier VIT, 1994 - 2009; Director or
trustee of Oppenheimer Quest Value
Funds Group, Oppenheimer Small Cap
Value Fund, Oppenheimer Midcap Fund,
1987 - 2009, and Oppenheimer
Rochester Group of Funds,
1995 - 2009; 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; Executive Vice President and
Chief Operating Officer of the
Administrator's parent since 2008;
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 Funds' 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 Funds do 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 Funds as an officer of each
Fund, 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 Funds.
(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 Municipal 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 6/30/09)
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 E
Thomas W. Courtney A C
Stanley W. Hong A C
Richard L. Humphreys A E
Bert A. Kobayashi, Jr. C C
Glenn P. O'Flaherty A C
Russell K. Okata A E
(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 Funds do 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,
2009 the Funds paid the following amounts respectively to the Trustees in
compensation and reimbursement of expenses: Cash Fund $99,726, Tax-Free Fund
$79,386 and Government Securities Fund $261,033. 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 Independent Trustee 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 $17,191 $14,652 $38,673
Thomas W. Courtney $14,087 $11,305 $37,621
Stanley W. Hong $13,469 $10,930 $34,951
Richard L. Humphreys 0 0 0
Bert A. Kobayashi, Jr. 0 0 0
Glenn P. O'Flaherty 0 0 0
Russell K. Okata $13,469 $10,930 $34,951
Compensation Number of
from all funds boards on which
in the Aquila the Trustee
Name Group of Funds now serves*
Theodore T. Mason $133,750 8
Thomas W. Courtney $104,575 5
Stanley W. Hong $76,250 4
Richard L. Humphreys 0 0
Bert A. Kobayashi, Jr. 0 0
Glenn P. O'Flaherty $34,000 2
Russell K. Okata $91,750 5
* Messrs. Hong, Humphreys and Okata 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 $40,375, Nominee Humphreys
$44,434 and Trustee Okata $44,937.
The Funds' Administrator is a wholly-owned subsidiary of Aquila Management
Corporation ("AMC"), founder of each fund in the Aquila Group of Funds. As of
July 31, 2009 these funds had aggregate assets of approximately $4.2 billion, of
which approximately $1.6 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; however, a transaction is
expected to occur in 2009 which will change the ownership of Aquila Investment
Management LLC's corporate parent so that no person will own or control with
power to vote more than 24.9% of the voting shares of such parent.
During the fiscal year ended March 31, 2009, the Cash Fund, the Tax-Free
Fund and the Government Securities Fund paid, respectively, $579,670, $263,474
and $1,129,971 in administration fees.
During the fiscal year ended December 31, 2009, the Cash Fund, the Tax-Free
Fund and the Government Securities Fund paid, respectively, $56,407, $39,252 and
$122,520 to Butzel Long, a professional corporation, independent counsel to the
Funds, for legal services. Edward M.W. Hines, Secretary of the Funds, is a
shareholder of that firm.
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.
During the Funds' last fiscal year, the Board of Trustees held six
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 Funds'
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 Meeting.
Ratification or Rejection
of Selection of
Independent Registered Public Accounting Firm
(Proposal No. 2)
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, 2010. 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, 2008 and 2009.
Cash Fund
2008 2009
Audit Fees $13,000 $13,600
Audit related fees 0 0
------ ------
Audit and audit related fees 13,000 13,600
Tax fees (1) 1,500 1,600
All other fees 0 0
------ ------
Total $14,500 $15,200
====== ======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
Tax-Free Fund
2008 2009
Audit Fees $13,000 $13,600
Audit related fees 0 0
------ ------
Audit and audit related fees 13,000 13,600
Tax fees (1) 1,500 1,600
All other fees 0 0
------ ------
Total $14,500 $15,200
====== ======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
Government Securities Fund
2008 2009
Audit Fees $13,000 $13,600
Audit related fees 0 0
------ ------
Audit and audit related fees 13,000 13,600
Tax fees (1) 1,500 1,600
All other fees 0 0
------ ------
Total $14,500 $15,200
====== ======
(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, 2010.
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.
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: 267,390,445 90,329,046 357,719,491
Tax-Free Fund: 244,196,436 62,075,818 306,272,253
Government Securities Fund: 593,406,802 267,908,035 861,314,837
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 262,565,608 98.20%
Cash Fund: Service Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 58,434,675 64.69%
National Financial Services Corp.
For Exclusive Benefit of its Customers
200 Liberty Street
New York, NY 31,890,127 35.30%
Tax-Free Fund: Original Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 242,924,335 99.48%
Tax-Free Fund: Service Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 51,685,381 83.26%
National Financial Services Corp.
For Exclusive Benefit of its Customers
200 Liberty Street
New York, NY 10,340,047 16.66%
Government Securities Fund: Original Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 592,024,660 99.77%
Government Securities Fund: Service Shares
Bank of Hawaii
P.O. Box 1930
Honolulu, HI 249,367,794 93.08%
Other Business.
The Funds do not know of any other matter which will come up for action at
the Meeting. If any other matter or matters properly come up for action at the
Meeting, including any adjournment of the Meeting, the proxy holders will vote
the shares which 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.
PACIFIC CAPITAL CASH ASSETS TRUST
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST
Notice of Special Meeting
of Shareholders
to Be Held
on September 23, 2009
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.
PROXY AQUILA GROUP OF FUNDS PROXY
PACIFIC CAPITAL CASH ASSETS TRUST Proxy for Special Meeting of
Shareholders - September 23, 2009
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, September 23, 2009,
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
Important Notice Regarding the Availability of Proxy Materials
for the Aquila Group of Funds
Shareholder Meeting to Be Held on September 23, 2009.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/aqu20421
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. Election of Trustee Nominees:
01. Thomas W. Courtney 02. Diana P. Herrmann* 03. Stanley W. Hong
04. Richard L. Humphreys 05. Bert A. Kobayashi, Jr. 06. Theodore T. Mason
07. Glenn P. O'Flaherty 08. Russell K. Okata
*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. (Proposal No. 2 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.
PROXY AQUILA GROUP OF FUNDS PROXY
PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST Proxy for Special Meeting
of Shareholders - September 23, 2009
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, September
23, 2009, 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
Important Notice Regarding the Availability of Proxy Materials
for the Aquila Group of Funds
Shareholder Meeting to Be Held on September 23, 2009.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/aqu20421
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. Election of Trustee Nominees:
01. Thomas W. Courtney 02. Diana P. Herrmann* 03. Stanley W. Hong
04. Richard L. Humphreys 05. Bert A. Kobayashi, Jr. 06. Theodore T. Mason
07. Glenn P. O'Flaherty 08. Russell K. Okata
*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. (Proposal No. 2 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.
PROXY AQUILA GROUP OF FUNDS PROXY
PACIFIC CAPITAL U.S. GOVERNMENT SECURITIES CASH ASSETS TRUST
Proxy for Special Meeting of Shareholders - September 23, 2009
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, September 23, 2009, 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
Important Notice Regarding the Availability of Proxy Materials
for the Aquila Group of Funds
Shareholder Meeting to Be Held on September 23, 2009.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/aqu20421
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. Election of Trustee Nominees:
01. Thomas W. Courtney 02. Diana P. Herrmann* 03. Stanley W. Hong
04. Richard L. Humphreys 05. Bert A. Kobayashi, Jr. 06. Theodore T. Mason
07. Glenn P. O'Flaherty 08. Russell K. Okata
*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. (Proposal No. 2 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.