IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
PACIFIC CAPITAL
CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
on March 22, 1996
TO OUR SHAREHOLDERS:
The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Pacific Capital Cash Assets Trust
(the "Trust") will be held:
Place: (a) at the offices of the Trust
380 Madison Avenue
Suite 2300
New York, NY 10017
Time: (b) on March 22, 1996
at 10:00 a.m., local time;
Purposes: (c) for the following purposes:
(i) to elect eleven Trustees; each
Trustee elected will hold office until
the next annual meeting of the Trust's
shareholders or until his or her
successor is duly elected;
(ii) to ratify (that is, to approve) or
reject the selection of KPMG Peat Marwick
LLP as the Trust's independent auditors
for the fiscal year ending March 31, 1996
(Proposal No. 1);
PLEASE NOTE:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested in
mailing in your proxy no matter how large or small your holding may
be.
(iii) to act upon a proposed amended and
restated Investment Advisory Agreement to
permit the Trust to pay fees to Trustees
who are Directors of the Adviser
(Proposal No. 2); and
(iv) 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 of the Trust's
Original Share Class or the Trust's
Service Share Class on the Trust's
records at the close of business on
January 5, 1996 (the "record date").
Also, the number of shares held by you
according to such records at the close of
business on the record date determines
the number of shares you may vote at the
Meeting (or any adjourned meeting or
meetings).
By Order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
February 2, 1996
(ii)
PACIFIC CAPITAL
CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, New York 10017
PROXY STATEMENT
The Annual Meeting of the Shareholders of Pacific Capital Cash
Assets Trust will consider a Proposal of vital importance to the
Trust, in addition to election of Trustees and approval of the
Trust's auditors:
* Action on an amended and restated
Investment Advisory Agreement which
will provide for payment to Trustees
who are Directors of the Adviser;
See Proposal No. 2.
The Board of Trustees believes that this proposal is in the
best interest of the Trust and its shareholders. Please read the
proxy statement and then indicate your vote on the enclosed proxy
card as soon as possible.
INTRODUCTION
The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Pacific Capital Cash Assets
Trust (the "Trust"). The purpose of this proxy statement (all the
rest of this document) is to give you information on which you may
base your decisions as to the choices, if any, you make on the
enclosed proxy card.
A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-228-7496 toll-free or 212-697-6666.
The Trust's organizer and administrator (the "Administrator")
is Aquila Management Corporation, 380 Madison Avenue, Suite 2300,
New York, NY 10017. The Trust's principal underwriter (the
"Distributor") is Aquila Distributors, Inc., 380 Madison Avenue,
Suite 2300, New York, NY 10017. Hawaiian Trust Company, Limited,
Financial Plaza of the Pacific, P.O. Box 3170 Honolulu, Hawaii
96802 serves as the Trust's Investment Adviser.
This Notice and Proxy Statement are first being mailed on
or about February 2, 1996.
Cash Assets Trust, a Massachusetts business trust is a
professionally managed, open-end investment company consisting of
three separate funds or portfolios: Pacific Capital Cash Assets
Trust ("CAT"), Pacific Capital Tax-Free Cash Assets Trust ("TFCAT")
and Pacific Capital U.S. Treasuries Cash Assets Trust ("USTCAT").
In this Proxy Statement the "Business Trust" means Cash Assets
Trust, the business trust, the "Funds" means the three portfolios
of the Business Trust and the "Trust" means the Portfolio, Pacific
Capital Cash Assets Trust. There are two classes of shares of each
of the Funds: "Service Shares" and "Original Shares."
The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Trust calls these persons the
"proxy holders." As to the election of Trustees you may authorize
the proxy holders to vote your shares for the entire slate
indicated below by marking the appropriate box on the proxy card or
by merely signing and returning your proxy card with no
instructions. Or, you may withhold the authority of the proxy
holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by striking a line through the nominee's name on
the proxy card.
As to the other matters listed on the proxy card, you may
direct the proxy holders to vote your shares on those proposals by
checking the appropriate box "For" or "Against" or instruct them
not to vote your shares on a proposal by checking the "Abstain"
box. If you return your signed proxy card and do not check any box
on a proposal, the proxy holders will vote your shares for that
proposal. Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum.
You may end the power of the proxy holders to vote your shares
after you have signed and returned your proxy card and before the
power is used by (i) so notifying the Trust in writing; (ii)
signing a new and different proxy card (if the Trust receives it
before the old one is used); or (iii) voting your shares in person
or by your duly appointed agent at the meeting.
The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("proxies") to be used at the Annual Meeting to be held at the time
and place and for the purposes indicated in the Notice or any
adjourned meeting or meetings. The Trust pays the costs of the
solicitation. Proxies are being solicited by the use of the mails;
they may also be solicited by telephone, facsimile and personal
interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the
Trust's shares so that these owners may authorize the voting of
these shares. The Trust will pay these firms for their
out-of-pocket expenses for doing so.
Each shareholder of the Business Trust on the record date
is entitled to 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 held on the record date. The meeting will act
upon certain matters that affect the Business Trust as a whole: the
election of Trustees and the action on the selection of auditors
(Proposal No. 1). On matters that affect the Business Trust as a
whole, all shareholders of the Business Trust, including the
shareholders of both classes of the Trust and both classes of the
other two Portfolios, are entitled to vote at the meeting. With
respect to Proposal No. 2, a matter that affects only the Trust,
only shareholders of both classes of the Trust are entitled to vote
and the shareholders of the other two portfolios are not entitled
to vote.
On January 5, 1996 the total number of shares outstanding for
the Business Trust as a whole, and for each of the three Funds, was
as set forth in the table on Exhibit A to this Proxy Statement.
Also listed on Exhibit A are the names and addresses of the holders
as of that date of more than 5% of the outstanding shares of the
Business Trust and of each Fund. Shareholdings are in the names of
the holders listed, unless stated to be in the name of a nominee.
ELECTION OF TRUSTEES
At the Meeting, eleven Trustees are to be elected. Whenever it
is stated in this Proxy Statement that a matter is to be acted on
at the Meeting, this means the Meeting held at the scheduled time
or any adjourned meeting or meetings.
Each Trustee elected will serve until the next annual meeting
or until his or her successor is duly elected. The nominees
selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can instruct the
proxy holders as to the voting of your shares as to the election of
Trustees.
Each of the nominees is presently a Trustee and was
previously elected by the shareholders. Messrs. Gushman, Hong,
Okata and Stender were elected by the shareholders on March 31,
1993. Each of the other nominees has been a Trustee since the
beginning of the Trust's operations in 1984, except for Mr.
Carlson, who was originally elected a Trustee at a meeting of the
Board of Trustees held on October 19, 1987, Mr. Alden, who was
originally elected at a meeting of the Board of Trustees held on
June 12, 1989 and Mr. Philpotts, who was originally elected at a
meeting of the Board of Trustees held June 6, 1992. Mrs. Thelma
Chun-Hoon Zen, a founding Trustee, has advised the Trust that she
will not be a candidate for reelection because of health
reasons.
On the record date, the officers and Trustees of the Trust
held as a group less than 1% of the outstanding voting shares of
the Business Trust or the Trust. Each of the Trust's Trustees and
officers holds the same position with all of the Funds, the Trust
and the two other series of the Business Trust. Each of the Trust's
Trustees is also a Trustee of Hawaiian Tax-Free Trust, a municipal
bond mutual fund having the same Adviser and Administrator as the
Trust. The beneficial ownership of shares indicated below includes
voting and investment control unless otherwise indicated. Shares
are given to the nearest full share. In the information below, the
Trust's Administrator, Aquila Management Corporation, is referred
to as the "Administrator," the Trust's Distributor, Aquila
Distributors, Inc., is referred to as the "Distributor" and
Hawaiian Trust Company, Limited is referred to by that name or as
the "Adviser." Mr. Herrmann is an interested person of the Trust,
as that term is defined in the Investment Company Act of 1940 (the
"1940 Act"), as an officer of the Trust and as a Director, officer
and shareholder of Aquila Distributors, Inc. (the "Distributor").
Mr. Philpotts is an interested person of the Trust as a shareholder
of the Adviser's corporate parent. They are so designated by an
asterisk.
Lacy B. Herrmann*, President and Chairman of the Board of
Trustees, Age: 66, Shares Owned: 2,802 (1)
Founder of the Trust and President and a Director of the
Administrator since 1984; Founder, President and Chairman of the
Board of Trustees of Prime Cash Fund since 1982, of Short Term
Asset Reserves since 1984, of Churchill Cash Reserves Trust since
1985 and of Cascades Cash Fund, 1989-1994, all of which are money
market funds to which the Administrator is administrator and which
together with the Funds are referred to as the "Money Funds";
Founder, President and Chairman of the Board of Trustees of
Hawaiian Tax-Free Trust since 1984, of Tax-Free Trust of Arizona
and Tax-Free Trust of Oregon since 1986, of Churchill Tax-Free Fund
of Kentucky and Tax-Free Fund of Colorado since 1987 and of Tax-
Free Fund For Utah and Narragansett Insured Tax-Free Income Fund
since 1992, all of which are tax-free municipal bond funds, and an
equity fund, Aquila Rocky Mountain Equity Fund since 1993, to all
of which the Administrator is administrator and which are referred
to as the "Bond and Equity Funds"; Chairman and President, Chief
Executive Officer (Chairman of the Board of Trustees and/or
President) and Trustee of Capital Cash Management Trust ("CCMT"),
since 1981 and Founder and executive officer (since 1974) of CCMT
and its predecessor; Vice President, a Director and Secretary since
1981 (formerly Treasurer) of the Distributor, which is distributor
(i.e., principal underwriter) for the Money Funds and the Bond and
Equity Funds; President and a Director of STCM Management Company,
Inc., Adviser to CCMT; Chairman, President and a Director since
1984 of InCap Management Corporation, formerly sub-adviser and
administrator of Prime Cash Fund and Short Term Asset Reserves;
Director or Trustee of the various Quest for Value Funds, a group
of stock, bond and money market mutual funds, since 1983; Director
of Saratoga Advantage Trust, a group of mutual funds, since 1994;
Trustee of Brown University since 1990; actively involved for many
years in leadership roles with university, school and charitable
organizations.
(1) Held of record by the Administrator. See below for a description
of the Administrator.
Vernon R. Alden, Trustee, Age: 72, Shares Owned: None
Director of Augat Inc., a manufacturing corporation, since 1979,
Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation, since 1959,
Intermet Corporation, an independent foundry, since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Tax-Free Trust of
Oregon since 1988, of Hawaiian Tax-Free Trust, of Cascades Cash
Fund, 1989-1994 and of Narragansett Insured Tax-Free Income Fund
since 1992; Associate Dean and member of the faculty of Harvard
University Graduate School of Business Administration, 1951-1962;
member of the faculty and Program Director of Harvard Business
School - University of Hawaii Advanced Management Program, summer
of 1959 and 1960; President of Ohio University, 1962-1969; Chairman
of The Japan Society of Boston, Inc., and member of several Japan-
related advisory councils; Chairman of the Massachusetts Business
Development Council and the Massachusetts Foreign Business Council,
1978-1983; Trustee of the Boston Symphony Orchestra since 1975;
Chairman of the Massachusetts Council on the Arts and Humanities,
1972-1984; Member of the Board of Fellows of Brown University,
1969-1986; Trustee and member of the Executive Committee, Plymouth
Plantation; trustee of various other cultural and educational
organizations; Honorary Consul General of the Royal Kingdom of
Thailand.
Arthur K. Carlson, Trustee, Age: 73, Shares Owned: None
Retired; Senior Vice President and Manager of the Trust Division of
The Valley National Bank of Arizona, 1977-1987; Trustee of Tax-Free
Fund of Colorado, Hawaiian Tax-Free Trust and Tax-Free Trust of
Arizona since 1987 and of Aquila Rocky Mountain Equity Fund since
1993; previously Vice President of Investment Research at Citibank,
New York City, and prior to that Vice President and Director of
Investment Research of Irving Trust Company, New York City; past
President of The New York Society of Security Analysts and
currently a member of the Phoenix Society of Financial Analysts;
formerly Director of the Financial Analysts Federation; past
Chairman of the Board and, currently, Director of Mercy Healthcare
of Arizona, Phoenix, Arizona since 1990; Director of Northern
Arizona University Foundation since 1990; present or formerly an
officer and/or director of various other community and professional
organizations.
William M. Cole, Trustee, Age: 64, Shares Owned: 5,000
President of Cole International, Inc., financial and shipping
consultants, since 1974; President of Cole Associates, shopping
center and real estate developers, 1974-1976; President of Seatrain
Lines, Inc., 1970-1974; former General Partner of Jones & Thompson,
international shipping brokers; Trustee of Hawaiian Tax-Free Trust
since 1985, of Tax-Free Fund of Colorado since 1987; Chairman of
Cole Group, a financial consulting and real estate firm, since
1985.
Thomas W. Courtney, C.F.A., Trustee, Age: 62, Shares Owned: None
President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Investment Counseling, Federated Investors, Inc.,
1975-1982; President of Boston Company Institutional Investors,
Inc., 1970-1975; Director of several privately owned corporations;
formerly a Director of the Financial Analysts Federation; Trustee
of Hawaiian Tax-Free Trust since 1984, of Tax-Free Trust of Arizona
since 1986; Director or Trustee of the various Quest for Value
Funds, a group of stock, bond and money market mutual funds, since
1983.
Richard W. Gushman, II, Trustee, Age: 49, Shares Owned: None
President and Chief Executive Officer of OKOA, INC., a private
Hawaii corporation involved in real estate; adviser to RAMPAC,
Inc., a wholly owned subsidiary of the Bank of Hawaii, involved
with commercial real estate finance; Trustee of Hawaiian Tax-Free
Trust since 1992; Trustee of Pacific Capital Funds, which includes
bond and stock funds, since 1993; Chairman of the Board of Aloha
United Way; member of the Board of Trustees of the Mari-Med
Foundation, Downtown Improvement Association, Boys and Girls Club
of Honolulu.
Stanley W. Hong, Trustee, Age: 59, Shares Owned: None
Business consultant since 1994; Senior Vice President of McCormack
Properties, Ltd., 1993-1994; President and Chief Executive of the
Hawaii Visitors Bureau, 1984-1993; Vice President, General Counsel
and Corporate Secretary at TheoDavies & Co., Ltd., a multiple
business company, 1973-1984; formerly Legislative Assistant to U.S.
Senator Hiram L. Fong; member of the Boards of Directors of several
community organizations; Trustee of Hawaiian Tax-Free Trust since
1992; Trustee of Pacific Capital Funds, which includes bond and
stock funds, since 1993; Trustee of Nature Conservancy of Hawaii
since 1990; Regent of Chaminade University of Honolulu since 1990.
Theodore T. Mason, Trustee, Age: 60, Shares Owned: None
Managing Director of EastWind Power Partners, Ltd. since 1994;
Director of Cogeneration Development of Willamette Industries,
Inc., a forest products company, 1991-1993; Vice President of
Corporate Development of Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the same company, 1977-1978; Vice
Chairman of the Board of Trustees of CCMT since 1981; Trustee and
Vice President, 1976-1981, and formerly Director of its
predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
since 1982; Trustee of Short Term Asset Reserves, 1984-1986 and
since 1989, of Hawaiian Tax-Free Trust since 1984, of Churchill
Cash Reserves Trust since 1985 and of Churchill Tax-Free Fund of
Kentucky since 1992; Vice President and Trustee of Oxford Cash
Management Fund, 1983-1989; Vice President of Trinity Liquid Assets
Trust, 1983-1985; President and Director of Ted Mason Venture
Associates, Inc., a venture capital consulting firm, 1972-1980;
Advisor to the Commander, U.S. Maritime Defense Zone Atlantic,
1984-1988; National Vice President, Surface/Subsurface, Naval
Reserve Association, 1985-1987; National Vice President, Budget and
Finance, for the same Association, 1983-1985; Commanding Officer of
four Naval Reserve Units, 1974-1985; Captain, USNR, 1978-1988.
Russell K. Okata, Trustee, Age: 51, Shares Owned: None
Executive Director, Hawaii Government Employees Association AFSCME
Local 152, AFL-CIO; Trustee of Hawaiian Tax-Free Trust since 1992;
Trustee of Pacific Capital Funds, which includes bond and stock
funds, since 1993; Chairman of the Royal State Insurance Group
since 1988; Trustee of several charitable organizations.
Douglas Philpotts*, Trustee, Age: 64, Shares Owned: None
Retired; Director of Hawaiian Trust Company, Limited since 1986,
Chairman of the Board, 1992-1994 and President, 1986-1992; Director
of Victoria Ward, Limited; Trustee of Hawaiian Tax-Free Trust since
1992; Trustee of Pacific Capital Funds, which includes bond and
stock funds, since 1993; Trustee of the Strong Foundation; present
or former director or trustee of a number of civic and charitable
organizations in Hawaii.
Oswald K. Stender, Trustee, Age: 64, Shares Owned: 2,181 (2)
Trustee of the Bernice Pauahi Bishop Estate since 1990; Director of
Hawaiian Electric Industries, Inc., a public utility holding
company, since 1993; Senior Advisor to the Trustees of The Estate
of James Campbell, 1987-1989 and Chief Executive Officer, 1976-
1988; Director of several housing and real estate associations;
Director, member or trustee of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992; Trustee of Pacific
Capital Funds, which includes bond and stock funds, since 1993;
Board Member, KBPS Public Radio Foundation.
(2) Held under the Uniform Transfers to Minors Act for a relative.
William C. Wallace, Vice President, Age: 60
Vice President of Capital Cash Management Trust since 1984; Senior
Vice President of Hawaiian Tax-Free Trust since 1985 and Vice
President, 1984-1985; Senior Vice President of Tax-Free Trust of
Arizona since 1989 and Vice President, 1986-1988; Vice President of
Tax-Free Trust of Oregon since 1986, of Churchill Tax-Free Fund of
Kentucky and Tax-Free Fund of Colorado since 1987 and of
Narragansett Insured Tax-Free Income Fund since 1992; Secretary and
Director of STCM Management Company, Inc. since 1974; President of
the Distributor since 1995 and formerly Vice President of the
Distributor, 1986-1992; Member of the Panel of Arbitrators,
American Arbitration Association, since 1978; Assistant Vice
President, American Stock Exchange, Market Development Division,
and Director of Marketing, American Gold Coin Exchange, a
subsidiary of the American Stock Exchange, 1976-1984.
Diana P. Herrmann, Vice President, Age: 37
Senior Vice President and Secretary and formerly Vice President
of the Administrator since 1986 and Director since 1984; Trustee of
Tax-Free Trust of Arizona and Tax-Free Trust of Oregon since 1994
and of Churchill Tax-Free Fund of Kentucky and Churchill Cash
Reserves Trust since 1995; Vice President of InCap Management
Corporation since 1986 and Director since 1983; Vice President and
formerly Assistant Vice President of the Money Funds since 1986;
Assistant Vice President of Oxford Cash Management Fund, 1986-1988;
Assistant Vice President and formerly Loan Officer of European
American Bank, 1981-1986; daughter of the Trust's President;
Trustee of the Leopold Schepp Foundation (academic scholarships)
since 1995; actively involved in mutual fund and trade associations
and in college and other volunteer organizations.
Charles E. Childs, III, Vice President, Age: 38
Vice President - Administration and formerly Assistant Vice
President and Associate of the Administrator since 1987; Vice
President or Assistant Vice President of the Money Funds since
1988; Northeastern University, 1986-1987 (M.B.A., 1987); Financial
Analyst, Unisys Corporation, 1986; Associate Analyst at National
Economic Research Associates, Inc. (NERA), a micro-economic
consulting firm, 1979-1985.
John M. Herndon, Vice President and Assistant Secretary, Age:
56
Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Vice President of the Money Funds since 1990;
Vice President of the Administrator since 1990; Investment Services
Consultant and Bank Services Executive of Wright Investors'
Service, a registered investment adviser, 1983-1989; Member of the
American Finance Association, the Western Finance Association and
the Society of Quantitative Analysts.
Sherri Foster, Assistant Vice President, Age: 45
Senior Vice President of Hawaiian Tax-Free Trust since 1993, Vice
President, 1988-1992 and Assistant Vice President, 1985-1988;
Registered Representative of the Distributor since 1985; Realtor-
Associate of Sherrian Bender Realty, successor to John Wilson
Enterprises, 1983-1994; Executive Secretary of the Hyatt Regency,
Maui, 1981-1983.
Rose F. Marotta, Chief Financial Officer, Age: 71
Chief Financial Officer of the Money Funds and the Bond and Equity
Funds since 1991; Treasurer of the Money Funds and the Bond and
Equity Funds, 1981-1991; formerly Treasurer of the predecessor of
CCMT; Treasurer and Director of STCM Management Company, Inc.,
since 1974; Treasurer of Trinity Liquid Assets Trust, 1982-1986 and
of Oxford Cash Management Fund, 1982-1988; Treasurer of InCap
Management Corporation since 1982, of the Administrator since 1984
and of the Distributor since 1985.
Richard F. West, Treasurer, Age: 60
Treasurer of the Money Funds and the Bond and Equity Funds and of
Aquila Distributors, Inc. since 1992; Associate Director of Furman
Selz Incorporated, 1991-1992; Vice President of Scudder, Stevens &
Clark, Inc. and Treasurer of Scudder Institutional Funds, 1989-
1991; Vice President of Lazard Freres Institutional Funds Group,
Treasurer of Lazard Freres Group of Investment Companies and HT
Insight Funds, Inc., 1986-1988; Vice President of Lehman Management
Co., Inc. and Assistant Treasurer of Lehman Money Market Funds,
1981-1985; Controller of Seligman Group of Investment Companies,
1960-1980.
Edward M. W. Hines, Secretary, Age: 56
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone
LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary of the
Money Funds and the Bond and Equity Funds since 1982; Secretary of
Trinity Liquid Assets Trust, 1982-1985 and Trustee of that Trust,
1985-1986; Secretary of Oxford Cash Management Fund, 1982-1988.
Patricia A. Craven, Assistant Secretary & Compliance Officer, Age:
29
Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Counsel to the Administrator and the Distributor
since 1995; formerly a Legal Associate for Oppenheimer Management
Corporation, 1993-1995.
Compensation of Trustees
The Funds do not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the officers of the Funds.
During the fiscal year ended March 31, 1995, CAT, TFCAT and USTCAT
paid, respectively $85,532, $39,285 and $24,393, in compensation
and reimbursement of expenses to its other Trustees. The Funds are
among the 14 funds in the Aquilasm Group of Funds, which consist of
tax-free municipal bond funds, money market funds and an equity
fund. The following tables list the compensation of all Trustees
who received compensation from the Funds, the compensation each
received during each Fund's fiscal year from all funds in the
Aquilasm Group of Funds and the number of such funds. None of such
Trustees has any pension or retirement benefits from the Fund or
any of the other funds in the Aquila group.
Compensation Compensation Compensation
Name from CAT from TFCAT from USTCAT
Vernon R. $6,967 $4,009 $2,211
Alden
Arthur K. $6,985 $3,031 $1,833
Carlson
William M. $6,979 $3,210 $1,941
Cole
Thomas W. $7,380 $3,402 $1,825
Courtney
Richard W. $6,250 $3,000 $1,750
Gushman
Stanley W. $6,250 $3,000 $1,750
Hong
Theodore T. $7,085 $3,096 $1,835
Mason
Russell K. $7,029 $3,542 $1,770
Okata
Douglas $152 $465 $10
Philpotts
Oswald K. $6,000 $3,000 $1,750
Stender
Compensation Number of Aquila Group
from all funds boards on which the
in the Aquila Trustee serves
Group
Name
Vernon R. $33,591 7
Alden
Arthur K. $34,705 7
Carlson
William M. $27,842 5
Cole
Thomas W. $27,036 5
Courtney
Richard W. $19,050 4
Gushman
Stanley W. $20,258 4
Hong
Theodore T. $40,290 8
Mason
Russell K. $19,492 4
Okata
Douglas $1,876 4
Philpotts
Oswald K. $17,250 4
Stender
The Trust's Administrator is administrator to the Aquilasm
Group of Funds, which consists of tax-free municipal bond funds,
money market funds and an equity fund. As of December 31, 1995,
these funds had aggregate assets of approximately $2.7 billion, of
which approximately $800 million consisted of assets of the money
market funds. The Administrator, which was founded in 1984, is
controlled by Mr. Lacy B. Herrmann (directly, through a trust and
through share ownership by his wife). See the Additional Statement
for information on Mr. Herrmann.
For the fiscal year ended March 31, 1995, the Trust, TFCAT and
USTCAT paid or accrued to the Adviser fees of $1,515,705, $412,599
and $215,004, respectively, and paid or accrued to the
Administrator fees of $624,649, $156,612 and $89,228, respectively
under the Advisory and Administration Agreements. For USTCAT, the
Adviser waived $30,974 and the Administrator waived $10,325 of such
fees.
The Distributor currently handles the distribution of the
shares of fourteen funds (six money market funds, seven tax-free
municipal bond funds and an equity fund) including the Trust. Under
the Distribution Agreement, the Distributor is responsible for the
payment of certain printing and distribution costs relating to
prospectuses and reports as well as the costs of supplemental sales
literature, advertising and other promotional activities. All of
the shares of the Distributor are owned by Mr. Herrmann.
At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which are
currently owned by Mr. Herrmann, will be owned by certain directors
and/or officers of the Administrator and/or the Distributor
including Mr. Herrmann. In anticipation of this transaction, the
Board of Trustees, including a majority of the independent
Trustees, has approved a new Distribution Agreement for the Trust
with no material change from the currently effective Distribution
Agreement.
Other Information on Trustees
The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons," as that term is defined in the 1940 Act. The
Committee (i) recommends to the Board of Trustees what firm of
independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods,
scope and result of audits and the fees charged; and (iii) reviews
the adequacy of the Trust's internal accounting procedures and
controls. The Committee held two meetings during the Trust's last
fiscal year. The Board of Trustees does not have a nominating
committee. During the Trust's last fiscal year, the Board of
Trustees held five meetings. Except for Mrs. Zen who was absent for
medical reasons, all Trustees were present for at least 75% of the
total number of Board meetings and Audit Committee Meetings (if
such Trustee was a member of that Committee).
RATIFICATION OR REJECTION
OF SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as the
Trust's independent auditors for the fiscal year ending March 31,
1996. Such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in
the Trust, the Trust's Adviser or the Trust's Administrator. It is
expected that representatives of the firm will not be present at
the meeting but will be available should any matter arise requiring
their presence.
APPROVAL OR DISAPPROVAL
OF A NEW INVESTMENT ADVISORY AGREEMENT
WHICH WILL PROVIDE FOR PAYMENT OF FEES
TO TRUSTEES WHO ARE DIRECTORS OF THE ADVISER
(Proposal No. 2)
Background and Reasons for the Proposal
Since the Trust's inception, Hawaiian Trust Company, Limited
(the "Adviser") has supervised the investment program of the
Trust and the composition of its portfolio.
The services of the Adviser are rendered under an
Investment Advisory Agreement (the "Current Advisory Agreement"),
approved by the shareholders of the Trust on January 6, 1995,
which went into effect on September 5, 1995, upon determination
by the Board of Trustees that certain changes in the arrangements
for fund accounting contemplated by the agreement were
satisfactory. The Current Advisory Agreement replaced an advisory
agreement with the Adviser then in effect which had the same
terms except for the such accounting arrangements.
The change in the Current Advisory Agreement being proposed
will allow the Trust to pay compensation to certain Trustees who
are affiliated with the Adviser at the same rate that it pays to
its other Trustees. Under the Current Advisory Agreement, the
Trust pays no compensation to any of such Trustees and the
payment of their compensation, if any, is the responsibility of
the Adviser.
Mr. Douglas Philpotts is the only Trustee who would be
affected by the change. Mr. Philpotts is currently a Director of
the Adviser. He retired as Chairman of its Board in 1994. He
receives no compensation from the Adviser for being a Trustee of
the Trust. The Trust considers that in view of his long
association with the Adviser, Mr. Philpotts makes a valuable
contribution to the Board of Trustees and that it is appropriate
that he be compensated for his services at the same rate as the
Trust's other Trustees.
If Mr. Philpotts had been compensated at the same rate as
the other Trustees during the Trust's last fiscal year, he would
have been paid as follows:
Compensation Compensation Compensation
Name from CAT from TFCAT from USTCAT
Douglas $6,967 $4,009 $2,211
Philpotts
Compensation Number of Aquila Group
from all funds boards on which the
in the Aquila Trustee serves
Name Group
Douglas $20,935 4
Philpotts
During the Trust's last fiscal year, its total expenses
of operations were $2,523,351. Payment of Trustee's fees to Mr.
Philpotts would have increased overall expenses of operations by
0.0015 of 1%.
No portion of the payment to Mr. Philpotts will be paid
to the Adviser and payment of these fees by the Trust will not
result in reduction of any amounts payable, or costs to be borne
by the Adviser under the Advisory Agreement. Payment of Trustee's
fees to Mr. Philpotts will not result in any increase or decrease
in the advisory fee the Trust pays to the Adviser.
An advisory agreement incorporating the proposed new
arrangements (the "New Advisory Agreement") was approved on
October 27, 1995, in accordance with the 1940 Act by a vote in-
person of a majority of the Trustees, including all of the
Trustees who are not parties to the Advisory Agreement or
"interested persons" (as defined in the 1940 Act) of any such
party (the "Independent Trustees"), at a called and held for the
purpose of voting on the New Advisory Agreement.
Description of the Advisory Agreement
and the Proposed Changes to it
Except where necessary to distinguish the Current Advisory
Agreement from the New Advisory Agreement, both agreements are
referred to as the Advisory Agreement.
The Advisory Agreement of the Trust provides, subject to the
control of the Board of Trustees, for investment supervision by
the Adviser. The Adviser furnishes information as to the Trust's
portfolio securities to any provider of fund accounting services
to the Trust; monitors records of the Trust as to the Trust's
portfolio, including prices, maintained by such provider of such
services; and supplies at its expense, 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. The
Advisory Agreement states that the Adviser shall, at its expense,
provide to the Trust all office space and facilities, equipment
and clerical personnel necessary for the carrying out of the
Adviser's duties under the Advisory Agreement.
Under the Current Advisory Agreement, the Adviser pays all
compensation of those officers and employees of the Trust and of
those Trustees, if any, who are affiliated with the Adviser.
Under the New Advisory Agreement, this provision would be
modified to provide 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.
Under the Advisory Agreement, the Trust bears the cost 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. Under the Advisory
Agreement, all costs and expenses not expressly assumed by the
Adviser or by the Administrator under the Trust's Administration
Agreement or by the Trust's principal underwriter are paid by the
Trust. The Advisory Agreement lists examples of such expenses
borne by the Trust, the major categories of such expenses being:
legal and audit expenses, custodian and transfer agent, or
shareholder servicing agent fees and expenses, stock issuance and
redemption costs, certain printing costs, registration costs of
the Trust and its shares under Federal and State securities laws,
interest, taxes, and non-recurring expenses, including
litigation.
Under the Advisory Agreement, the Trust pays a 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 0.33 of 1% of such net assets up to $325 million, and on net
assets above that amount at an annual rate of 0.43 of 1% of such
net assets. However, the total fees which the Trust pays are at
the annual rate of 0.50 of 1% of such net assets, since the
Administrator also receives a fee from the Trust under the
Administration Agreement, as discussed below. The Adviser and/or
Administrator may, in order to attempt to achieve a competitive
yield on the shares of the Trust, each waive all or part of
either fee.
The Adviser agrees that its fee 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 Trust 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 Trust 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 Trust's total
annual investment income.
The New Advisory Agreement will go into effect upon approval
of the Trust's shareholders and will continue until the June 30,
next preceding the second anniversary of such approval, that is
until June 30, 1997, and from year to year thereafter, but only
so long as such continuance is specifically approved in
accordance with the 1940 Act; under the 1940 Act such continuance
must be approved annually by the vote of the Board of Trustees
including a majority of the Trust's Independent Trustees cast in
person at a meeting called for the purpose of such approval, or
by the vote of a majority of the Trust's Independent Trustees and
the vote of the holders of a majority (as defined in the 1940
Act) of the Trust's shares. The Advisory Agreement may not be
amended except by such a vote of the Trustees and shareholders.
The Advisory Agreement may be terminated by the Adviser at
any time without penalty upon giving the Trust sixty days'
written notice, and may be terminated by the Trust at any time
without penalty upon giving the Adviser sixty days' written
notice, provided that such termination by the Trust shall be
directed or approved by the vote of a majority of all its
Trustees in office at the time or by the vote of the holders of a
majority (as defined in the 1940 Act) of its voting securities at
the time outstanding and entitled to vote; it automatically
terminates in the event of its assignment (as defined in the
agreement).
The Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, the Adviser is not
liable for any loss sustained by the adoption of any investment
policy or the purchase, sale or retention of any security and
permits the Adviser to act as investment adviser for any other
person, firm or corporation. The Trust agrees to indemnify the
Adviser to the full extent permitted under the Trust's
Declaration of Trust.
The Advisory Agreement states that it is agreed that the
Adviser shall have no responsibility or liability for the
accuracy or completeness of the Trust's Registration Statement
under the Securities Act of 1933 and the 1940 Act except for the
information supplied by the Adviser for inclusion therein.
The Advisory Agreement contains the following provisions as
to the Trust's portfolio transactions. 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, acting as agent for the
Trust, 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 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 (i) whether
a dealer has provided research services, as further discussed
below; and (ii) whether a dealer has sold shares of the Trust or
any other investment company or companies having the Adviser as
its investment adviser or having the same sub-adviser,
Administrator or principal underwriter as the Trust. 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 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.
During the Trust's fiscal year ended March 31, 1995, all of
its transactions were principal transactions and no brokerage
commissions were paid.
Information about the Adviser
The Adviser, a Hawaii corporation organized in 1898, is the
largest trust company in the state of Hawaii in terms of assets
under administration. As of July 1, 1995, the Adviser had over
$11 billion of clients' assets under administration. The Adviser
is not authorized to, and does not, carry on a banking business.
The Adviser is a wholly-owned subsidiary of Bank of Hawaii, all
of whose shares are owned by Bancorp Hawaii, Inc. ("Bancorp") and
Bank of Hawaii's directors (each of whom owns qualifying shares
as required by Hawaii law). The address of Bank of Hawaii and
Bancorp is 130 Merchant Street, Honolulu, Hawaii 96813. Bancorp
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. Bancorp files
annual and periodic reports with the Securities and Exchange
Commission which are available for public inspection.
The principal executive officer of the Adviser is Walter J.
Laskey, President and a director of the Adviser; his address is
130 Merchant Street, Honolulu, Hawaii 96813. The other directors
of the Adviser (each of whom has the same address, except as
indicated) are Douglas Philpotts, H. Howard Stephenson, retired
Chairman and Chief Executive Officer of Bancorp and of Bank of
Hawaii, Lawrence M. Johnson, Chairman and Chief Executive Officer
of Bancorp and of Bank of Hawaii, William E. Aull, retired
President and Chief Executive Officer of Hawaiian Trust Company,
Limited, 187 Dowsett Avenue, Honolulu, Hawaii 96817, Herbert M.
Richards, President and Manager of Kahua Ranch, Ltd. and K. Tim
Yee, President of The Queen Emma Foundation, 615 Piikoi Street,
Suite 701, Honolulu, Hawaii, 96814.
The Adviser, the Administrator and the Distributor have
entered into non-binding principles of cooperation, with the
approval of the Board of Trustees, relating to various matters
including an agreement to consult with each other with respect to
suggested nominations to the Board of Trustees, recognizing that
ultimate selection of nominees as "Independent Trustees" within
the meaning of the Trust's Distribution Plan is to be made by the
Independent Trustees. In addition, the Trust has entered into
separate agreements with the Adviser, the Administrator and the
Distributor under which the service providers have respectively
agreed not to serve in the same capacities for any mutual fund
with the same objectives as the Trust under the circumstances
described in these agreements.
The Adviser acts in the same capacity for the following
other investment companies with similar objectives. Their
approximate net assets as of January 5, 1996, were as follows:
TFCAT, approximately $151 million and USTCAT, approximately $81
million. The Adviser is currently paid a fee by each of TFCAT and
USTCAT at the annual rate of 0.27 of 1% of their net assets up to
$95 million and $60 million, respectively, and at a rate of 0.33
of 1% over those amounts. The Administrator is currently paid a
fee by each of TFCAT and USTCAT at the annual rate of 0.13 of 1%
of their net assets up to $95 million and $60 million,
respectively, and at a rate of 0.07 of 1% over those amounts.
The shareholders of the other two Funds of the Business
Trust, TFCAT and USTCAT, are also being asked to approve the same
change in the advisory agreement each has with the Adviser.
Action Requested
THE BOARD OF TRUSTEES RECOMMENDS
THAT PROPOSAL NO. 2, THE PROPOSED
NEW ADVISORY AGREEMENT, BE
APPROVED.
Vote Required
The favorable vote of the holders of a majority (as defined
in the 1940 Act) of the outstanding shares of the Trust, is
required for the approval of this Proposal No. 2. Under the 1940
Act, the vote of the holders of a majority of the outstanding
shares of the Trust means the vote of the holders of the lesser
of (a) 67% or more of the shares of the Trust present at the
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 the Trust.
If the required votes are not obtained at the Meeting or any
adjourned meeting or meetings, the Board of Trustees will
consider appropriate action, which could include calling another
special meeting of shareholders.
RECEIPT OF
SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in
those rules may, under certain conditions, be included in the
Trust's proxy statement and proxy card for a particular annual
meeting. One of these conditions relates to the timely receipt by
the Trust of any such proposal. Under these rules, proposals
submitted for inclusion in the proxy material for the Trust's
next annual meeting after the meeting to which this Proxy
Statement relates must be received by the Trust not less than 120
days before the anniversary of the date stated in this Proxy
Statement for the first mailing of this Proxy Statement. The date
for such submission could change, depending on the scheduled date
for the next annual meeting; if so, the Trust will so advise you.
The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Trust does not know of any other matter which will come
up for action at the Meeting. If any other matter or matters
properly come up for action at the Meeting, including any
adjournment of the Meeting, the proxy holders will vote the
shares which the proxy cards entitle them to vote in accordance
with their judgment on such matter or matters. That is, by
signing and returning your proxy card, you give the proxy holders
discretionary authority as to any such matter or matters.
EXHIBIT A
TOTAL NUMBER OF SHARES OUTSTANDING TOGETHER WITH THE HOLDINGS OF
SHAREHOLDERS WITH MORE THAN 5% OF THE OUTSTANDING SHARES OF THE
BUSINESS TRUST AS A WHOLE AND OF EACH OF ITS THREE PORTFOLIOS AS
OF JANUARY 5, 1996
============
Pacific Capital
Business Trust: Cash Assets Trust
Shares owned Shares owned
and % of and % of
Name and Address total shares total shares
Hawaiian Trust
Company, Limited,
Financial Plaza
of the Pacific,
Honolulu, 286,057,920 151,472,568
Hawaii (50.6%) (45.4%)
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis, 208,424,312 159,758,611
Missouri (36.9%) (47.9%)
BHC Securities Inc.,
2005 Market St.,
Philadelphia, 50,760,865 21,615,745
Pennsylvania (9.0%) (6.5%)
First Fidelity
Bank, N.A.,
765 Broad St.,
Newark, 15,547,174 None
New Jersey *
TOTAL SHARES
OUTSTANDING 565,525,279 333,566,618
Pacific Capital Pacific Capital
Tax-Free Cash U.S. Treasuries
Assets Trust: Cash Assets Trust
Shares owned Shares owned
and % of and % of
Name and Address total shares total shares
Hawaiian Trust
Company, Limited
Financial Plaza
of the Pacific
Honolulu, 74,588,075 59,997,276
Hawaii (49.3%) (74.5%)
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis, 38,575,401 10,090,300
Missouri (25.5%) (12.5%)
BHC Securities, Inc.,
2005 Market St.,
Philadelphia, 18,743,894 10,401,226
Pennsylvania (12.4%) (12.9%)
First Fidelity
Bank, N.A.,
765 Broad St.,
Newark, 15,547,174 none
New Jersey (10.3%)
TOTAL SHARES
OUTSTANDING 151,390,124 80,568,537
<FN>
* N/A -- Less than 5% of the portfolio
</FN>
PACIFIC CAPITAL
CASH ASSETS TRUST
PROXY FOR SHAREHOLDERS MEETING MARCH 22, 1996
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of PACIFIC CAPITAL CASH ASSETS
TRUST (the "Trust") does hereby appoint LACY B. HERRMANN and
EDWARD M. W. HINES, or either of them, as attorneys and proxies
of the undersigned, with full power of substitution, to attend
the Annual Meeting of Shareholders of Cash Assets Trust, of which
the Trust is a portfolio, to be held on March 22, 1996 at the
offices of the Trust, 380 Madison Avenue, New York, NY 10017 at
10:00 a.m. local time, and at all adjournments thereof, and
thereat to vote the shares held in the name of the undersigned on
the record date for said meeting on the matters listed below.
Please mark your proxy, date and sign it below and return it
promptly in the accompanying envelope which requires no postage
if mailed in the United States.
Management recommends a vote FOR all nominees listed below
and FOR the proposals listed below. The shares represented
hereby will be voted as indicated below or FOR if no choice is
indicated.
As to any other matter said attorneys shall vote in
accordance with their best judgment.
Election of Trustees---.
__
[__] FOR all nominees listed below
__
[__] VOTE WITHHELD for all nominees listed
below
(Instructions: To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee
or the names of such nominees in the list below.)
LACY B. HERRMANN; VERNON R. ALDEN; ARTHUR K. CARLSON;
WILLIAM M. COLE; THOMAS W. COURTNEY; RICHARD W. GUSHMAN, II;
STANLEY W. HONG; THEODORE T. MASON; RUSSELL K. OKATA;
DOUGLAS PHILPOTTS; OSWALD K. STENDER;
Ratification of selection of KPMG Peat Marwick
LLP as independent auditors
__ __ __
(Proposal No. 1) FOR [__] AGAINST [__] ABSTAIN [__]
Action on new advisory agreement
to authorize payment of fees to
Trustees who are Directors of the Adviser;
__ __ __
(Proposal No. 2) FOR [__] AGAINST [__] ABSTAIN [__]
Dated: ____________ ______, 1996
Month Day
__________________________________
SIGNATURE(S)
__________________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as a custodian, attorney, executor, administrator, trustee,
guardian, etc., please sign your full title as such. Joint
owners should each sign.
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
PACIFIC CAPITAL
U.S. TREASURIES CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
on March 22, 1996
TO OUR SHAREHOLDERS:
The purpose of this Notice is to advise you that an
Annual Meeting of the Shareholders of Pacific Capital U.S.
Treasuries Cash Assets Trust (the "Trust") will be held:
Place: (a) at the offices of the Trust
380 Madison Avenue
Suite 2300
New York, NY 10017
Time: (b) on March 22, 1996
at 10:00 a.m., local time;
Purposes: (c) for the following purposes:
(i) to elect eleven Trustees; each
Trustee elected will hold office until
the next annual meeting of the Trust's
shareholders or until his or her
successor is duly elected;
(ii) to ratify (that is, to approve) or
reject the selection of KPMG Peat
Marwick LLP as the Trust's independent
auditors for the fiscal year ending
March 31, 1996 (Proposal No. 1);
PLEASE NOTE:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested
in mailing in your proxy no matter how large or small your
holding may be.
(iii) to act upon a proposed amended
and restated Investment Advisory
Agreement to permit the Trust to pay
fees to Trustees who are Directors of
the Adviser (Proposal No. 2); and
(iv) 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 of the Trust's
Original Share Class or the Trust's
Service Share Class on the Trust's
records at the close of business on
January 5, 1996 (the "record date").
Also, the number of shares held by you
according to such records at the close
of business on the record date
determines the number of shares you may
vote at the Meeting (or any adjourned
meeting or meetings).
By Order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
February 2, 1996
(ii)
PACIFIC CAPITAL
U.S.TREASURIES CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, New York 10017
PROXY STATEMENT
The Annual Meeting of the Shareholders of Pacific Capital
U.S. Treasuries Cash Assets Trust will consider a Proposal of
vital importance to the Trust, in addition to election of
Trustees and approval of the Trust's auditors:
* Action on an amended and restated
Investment Advisory Agreement which
will provide for payment to
Trustees who are Directors of the
Adviser; See Proposal No. 2.
The Board of Trustees believes that this proposal is in the
best interest of the Trust and its shareholders. Please read the
proxy statement and then indicate your vote on the enclosed proxy
card as soon as possible.
INTRODUCTION
The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Pacific Capital U.S.
Treasuries Cash Assets Trust (the "Trust"). The purpose of this
proxy statement (all the rest of this document) is to give you
information on which you may base your decisions as to the
choices, if any, you make on the enclosed proxy card.
A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-228-7496 toll-free or 212-697-6666.
The Trust's organizer and administrator (the
"Administrator") is Aquila Management Corporation, 380 Madison
Avenue, Suite 2300, New York, NY 10017. The Trust's principal
underwriter (the "Distributor") is Aquila Distributors, Inc., 380
Madison Avenue, Suite 2300, New York, NY 10017. Hawaiian Trust
Company, Limited, Financial Plaza of the Pacific, P.O. Box 3170
Honolulu, Hawaii 96802 serves as the Trust's Investment Adviser.
This Notice and Proxy Statement are first being mailed on
or about February 2, 1996.
Cash Assets Trust, a Massachusetts business trust is a
professionally managed, open-end investment company consisting of
three separate portfolios: Pacific Capital Cash Assets Trust
("CAT"), Pacific Capital Tax-Free Cash Assets Trust ("TFCAT") and
Pacific Capital U.S. Treasuries Cash Assets Trust ("USTCAT"). In
this Proxy Statement the "Business Trust" means Cash Assets
Trust, the business trust, the "Funds" means the three portfolios
of the Business Trust and the "Trust" means the Portfolio,
Pacific Capital U.S. Treasuries Cash Assets Trust. There are two
classes of shares of each of the Funds: "Service Shares" and
"Original Shares."
The enclosed proxy card authorizes the persons named (or
their substitutes) to vote your shares; the Trust calls these
persons the "proxy holders." As to the election of Trustees you
may authorize the proxy holders to vote your shares for the
entire slate indicated below by marking the appropriate box on
the proxy card or by merely signing and returning your proxy card
with no instructions. Or, you may withhold the authority of the
proxy holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by striking a line through the nominee's name
on the proxy card.
As to the other matters listed on the proxy card, you may
direct the proxy holders to vote your shares on those proposals
by checking the appropriate box "For" or "Against" or instruct
them not to vote your shares on a proposal by checking the
"Abstain" box. If you return your signed proxy card and do not
check any box on a proposal, the proxy holders will vote your
shares for that proposal. Shares held by brokers in "street name"
and not voted or marked as abstentions will not be counted for
purposes of determining a quorum.
You may end the power of the proxy holders to vote your
shares after you have signed and returned your proxy card and
before the power is used by (i) so notifying the Trust in
writing; (ii) signing a new and different proxy card (if the
Trust receives it before the old one is used); or (iii) voting
your shares in person or by your duly appointed agent at the
meeting.
The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("proxies") to be used at the Annual Meeting to be held at the
time and place and for the purposes indicated in the Notice or
any adjourned meeting or meetings. The Trust pays the costs of
the solicitation. Proxies are being solicited by the use of the
mails; they may also be solicited by telephone, facsimile and
personal interviews. Brokerage firms, banks and others may be
requested to forward this Notice and Proxy Statement to
beneficial owners of the Trust's shares so that these owners may
authorize the voting of these shares. The Trust will pay these
firms for their out-of-pocket expenses for doing so.
Each shareholder of the Business Trust on the record date
is entitled to 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 held on the record date. The meeting will act
upon certain matters that affect the Business Trust as a whole:
the election of Trustees and the action on the selection of
auditors (Proposal No. 1). On matters that affect the Business
Trust as a whole, all shareholders of the Business Trust,
including the shareholders of both classes of the Trust and both
classes of the other two portfolios, are entitled to vote at the
meeting. With respect to Proposal No. 2, a matter that affects
only the Trust, only shareholders of both classes of the Trust
are entitled to vote and the shareholders of the other two
portfolios are not entitled to vote.
On January 5, 1996 the total number of shares outstanding
for the Business Trust as a whole, and for each of the three
Funds, was as set forth in the table on Exhibit A to this Proxy
Statement. Also listed on Exhibit A are the names and addresses
of the holders as of that date of more than 5% of the outstanding
shares of the Business Trust and of each Fund. Shareholdings are
in the names of the holders listed, unless stated to be in the
name of a nominee.
ELECTION OF TRUSTEES
At the Meeting, eleven Trustees are to be elected. Whenever
it is stated in this Proxy Statement that a matter is to be acted
on at the Meeting, this means the Meeting held at the scheduled
time or any adjourned meeting or meetings.
Each Trustee elected will serve until the next annual
meeting or until his or her successor is duly elected. The
nominees selected by the Trustees are named in the table below.
See "Introduction" above for information as to how you can
instruct the proxy holders as to the voting of your shares as to
the election of Trustees.
Each of the nominees is presently a Trustee and was
previously elected by the shareholders. Messrs. Gushman, Hong,
Okata and Stender were elected by the shareholders on March 31,
1993. Each of the other nominees has been a Trustee since the
beginning of the Business Trust's operations in 1984, except for
Mr. Carlson, who was originally elected a Trustee at a meeting of
the Board of Trustees held on October 19, 1987, Mr. Alden, who
was originally elected at a meeting of the Board of Trustees held
on June 12, 1989 and Mr. Philpotts, who was originally elected at
a meeting of the Board of Trustees held June 6, 1992. Mrs. Thelma
Chun-Hoon Zen, a founding Trustee, has advised the Trust that she
will not be a candidate for reelection because of health
reasons.
On the record date, the officers and Trustees of the
Trust held as a group less than 1% of the outstanding voting
shares of the Business Trust or the Trust. Each of the Trust's
Trustees and officers holds the same position with all of the
Funds, the Trust and the two other series of the Business Trust.
Each of the Trust's Trustees is also a Trustee of Hawaiian
Tax-Free Trust, a municipal bond mutual fund having the same
Adviser and Administrator as the Trust. The beneficial ownership
of shares indicated below includes voting and investment control
unless otherwise indicated. Shares are given to the nearest full
share. In the information below, the Trust's Administrator,
Aquila Management Corporation, is referred to as the
"Administrator," the Trust's Distributor, Aquila Distributors,
Inc., is referred to as the "Distributor" and Hawaiian Trust
Company, Limited is referred to by that name or as the "Adviser."
Mr. Herrmann is an interested person of the Trust, as that term
is defined in the Investment Company Act of 1940 (the "1940
Act"), as an officer of the Trust and as a Director, officer and
shareholder of Aquila Distributors, Inc. (the "Distributor"). Mr.
Philpotts is an interested person of the Trust as a shareholder
of the Adviser's corporate parent. They are so designated by an
asterisk.
Lacy B. Herrmann*, President and Chairman of the Board of
Trustees, Age: 66, Shares Owned: 105 (1)
Founder of the Trust and President and a Director of the
Administrator since 1984; Founder, President and Chairman of the
Board of Trustees of Prime Cash Fund since 1982, of Short Term
Asset Reserves since 1984, of Churchill Cash Reserves Trust since
1985 and of Cascades Cash Fund, 1989-1994, all of which are money
market funds to which the Administrator is administrator and
which together with the Funds are referred to as the "Money
Funds"; Founder, President and Chairman of the Board of Trustees
of Hawaiian Tax-Free Trust since 1984, of Tax-Free Trust of
Arizona and Tax-Free Trust of Oregon since 1986, of Churchill
Tax-Free Fund of Kentucky and Tax-Free Fund of Colorado since
1987 and of Tax-Free Fund For Utah and Narragansett Insured Tax-
Free Income Fund since 1992, all of which are tax-free municipal
bond funds, and an equity fund, Aquila Rocky Mountain Equity Fund
since 1993, to all of which the Administrator is administrator
and which are referred to as the "Bond and Equity Funds";
Chairman and President, Chief Executive Officer (Chairman of the
Board of Trustees and/or President) and Trustee of Capital Cash
Management Trust ("CCMT"), since 1981 and Founder and executive
officer (since 1974) of CCMT and its predecessor; Vice President,
a Director and Secretary since 1981 (formerly Treasurer) of the
Distributor, which is distributor (i.e., principal underwriter)
for the Money Funds and the Bond and Equity Funds; President and
a Director of STCM Management Company, Inc., Adviser to CCMT;
Chairman, President and a Director since 1984 of InCap Management
Corporation, formerly sub-adviser and administrator of Prime Cash
Fund and Short Term Asset Reserves; Director or Trustee of the
various Quest for Value Funds, a group of stock, bond and money
market mutual funds, since 1983; Director of Saratoga Advantage
Trust, a group of mutual funds, since 1994; Trustee of Brown
University since 1990; actively involved for many years in
leadership roles with university, school and charitable
organizations.
(1) Held of record by the Administrator. See below for a
description of the Administrator.
Vernon R. Alden, Trustee, Age: 72, Shares Owned: None
Director of Augat Inc., a manufacturing corporation, since 1979,
Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation, since 1959,
Intermet Corporation, an independent foundry, since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Tax-Free Trust
of Oregon since 1988, of Hawaiian Tax-Free Trust, of Cascades
Cash Fund, 1989-1994 and of Narragansett Insured Tax-Free Income
Fund since 1992; Associate Dean and member of the faculty of
Harvard University Graduate School of Business Administration,
1951-1962; member of the faculty and Program Director of Harvard
Business School - University of Hawaii Advanced Management
Program, summer of 1959 and 1960; President of Ohio University,
1962-1969; Chairman of The Japan Society of Boston, Inc., and
member of several Japan-related advisory councils; Chairman of
the Massachusetts Business Development Council and the
Massachusetts Foreign Business Council, 1978-1983; Trustee of the
Boston Symphony Orchestra since 1975; Chairman of the
Massachusetts Council on the Arts and Humanities, 1972-1984;
Member of the Board of Fellows of Brown University, 1969-1986;
Trustee and member of the Executive Committee, Plymouth
Plantation; trustee of various other cultural and educational
organizations; Honorary Consul General of the Royal Kingdom of
Thailand.
Arthur K. Carlson, Trustee, Age: 73, Shares Owned: None
Retired; Senior Vice President and Manager of the Trust Division
of The Valley National Bank of Arizona, 1977-1987; Trustee of
Tax-Free Fund of Colorado, Hawaiian Tax-Free Trust and Tax-Free
Trust of Arizona since 1987 and of Aquila Rocky Mountain Equity
Fund since 1993; previously Vice President of Investment Research
at Citibank, New York City, and prior to that Vice President and
Director of Investment Research of Irving Trust Company, New York
City; past President of The New York Society of Security Analysts
and currently a member of the Phoenix Society of Financial
Analysts; formerly Director of the Financial Analysts Federation;
past Chairman of the Board and, currently, Director of Mercy
Healthcare of Arizona, Phoenix, Arizona since 1990; Director of
Northern Arizona University Foundation since 1990; present or
formerly an officer and/or director of various other community
and professional organizations.
William M. Cole, Trustee, Age: 64, Shares Owned: None
President of Cole International, Inc., financial and shipping
consultants, since 1974; President of Cole Associates, shopping
center and real estate developers, 1974-1976; President of
Seatrain Lines, Inc., 1970-1974; former General Partner of Jones
& Thompson, international shipping brokers; Trustee of Hawaiian
Tax-Free Trust since 1985, of Tax-Free Fund of Colorado since
1987; Chairman of Cole Group, a financial consulting and real
estate firm, since 1985.
Thomas W. Courtney, C.F.A., Trustee, Age: 62, Shares Owned: None
President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Investment Counseling, Federated Investors, Inc.,
1975-1982; President of Boston Company Institutional Investors,
Inc., 1970-1975; Director of several privately owned
corporations; formerly a Director of the Financial Analysts
Federation; Trustee of Hawaiian Tax-Free Trust since 1984, of
Tax-Free Trust of Arizona since 1986; Director or Trustee of the
various Quest for Value Funds, a group of stock, bond and money
market mutual funds, since 1983.
Richard W. Gushman, II, Trustee, Age: 49, Shares Owned: None
President and Chief Executive Officer of OKOA, INC., a private
Hawaii corporation involved in real estate; adviser to RAMPAC,
Inc., a wholly owned subsidiary of the Bank of Hawaii, involved
with commercial real estate finance; Trustee of Hawaiian Tax-Free
Trust since 1992; Trustee of Pacific Capital Funds, which
includes bond and stock funds, since 1993; Chairman of the Board
of Aloha United Way; member of the Board of Trustees of the Mari-
Med Foundation, Downtown Improvement Association, Boys and Girls
Club of Honolulu.
Stanley W. Hong, Trustee, Age: 59, Shares Owned: None
Business consultant since 1994; Senior Vice President of
McCormack Properties, Ltd., 1993-1994; President and Chief
Executive of the Hawaii Visitors Bureau, 1984-1993; Vice
President, General Counsel and Corporate Secretary at TheoDavies
& Co., Ltd., a multiple business company, 1973-1984; formerly
Legislative Assistant to U.S. Senator Hiram L. Fong; member of
the Boards of Directors of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992; Trustee of Pacific
Capital Funds, which includes bond and stock funds, since 1993;
Trustee of Nature Conservancy of Hawaii since 1990; Regent of
Chaminade University of Honolulu since 1990.
Theodore T. Mason, Trustee, Age: 60, Shares Owned: None
Managing Director of EastWind Power Partners, Ltd. since 1994;
Director of Cogeneration Development of Willamette Industries,
Inc., a forest products company, 1991-1993; Vice President of
Corporate Development of Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the same company, 1977-1978;
Vice Chairman of the Board of Trustees of CCMT since 1981;
Trustee and Vice President, 1976-1981, and formerly Director of
its predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
since 1982; Trustee of Short Term Asset Reserves, 1984-1986 and
since 1989, of Hawaiian Tax-Free Trust since 1984, of Churchill
Cash Reserves Trust since 1985 and of Churchill Tax-Free Fund of
Kentucky since 1992; Vice President and Trustee of Oxford Cash
Management Fund, 1983-1989; Vice President of Trinity Liquid
Assets Trust, 1983-1985; President and Director of Ted Mason
Venture Associates, Inc., a venture capital consulting firm,
1972-1980; Advisor to the Commander, U.S. Maritime Defense Zone
Atlantic, 1984-1988; National Vice President, Surface/Subsurface,
Naval Reserve Association, 1985-1987; National Vice President,
Budget and Finance, for the same Association, 1983-1985;
Commanding Officer of four Naval Reserve Units, 1974-1985;
Captain, USNR, 1978-1988.
Russell K. Okata, Trustee, Age: 51, Shares Owned: None
Executive Director, Hawaii Government Employees Association
AFSCME Local 152, AFL-CIO; Trustee of Hawaiian Tax-Free Trust
since 1992; Trustee of Pacific Capital Funds, which includes bond
and stock funds, since 1993; Chairman of the Royal State
Insurance Group since 1988; Trustee of several charitable
organizations.
Douglas Philpotts*, Trustee, Age: 64, Shares Owned: None
Retired; Director of Hawaiian Trust Company, Limited since 1986,
Chairman of the Board, 1992-1994 and President, 1986-1992;
Director of Victoria Ward, Limited; Trustee of Hawaiian Tax-Free
Trust since 1992; Trustee of Pacific Capital Funds, which
includes bond and stock funds, since 1993; Trustee of the Strong
Foundation; present or former director or trustee of a number of
civic and charitable organizations in Hawaii.
Oswald K. Stender, Trustee, Age: 64, Shares Owned: 2,175
(2)
Trustee of the Bernice Pauahi Bishop Estate since 1990; Director
of Hawaiian Electric Industries, Inc., a public utility holding
company, since 1993; Senior Advisor to the Trustees of The Estate
of James Campbell, 1987-1989 and Chief Executive Officer, 1976-
1988; Director of several housing and real estate associations;
Director, member or trustee of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992; Trustee of Pacific
Capital Funds, which includes bond and stock funds, since 1993;
Board Member, KBPS Public Radio Foundation.
(2) Held under the Uniform Transfers to Minors Act for a
relative.
William C. Wallace, Vice President, Age: 60
Vice President of Capital Cash Management Trust since 1984;
Senior Vice President of Hawaiian Tax-Free Trust since 1985 and
Vice President, 1984-1985; Senior Vice President of Tax-Free
Trust of Arizona since 1989 and Vice President, 1986-1988; Vice
President of Tax-Free Trust of Oregon since 1986, of Churchill
Tax-Free Fund of Kentucky and Tax-Free Fund of Colorado since
1987 and of Narragansett Insured Tax-Free Income Fund since 1992;
Secretary and Director of STCM Management Company, Inc. since
1974; President of the Distributor since 1995 and formerly Vice
President of the Distributor, 1986-1992; Member of the Panel of
Arbitrators, American Arbitration Association, since 1978;
Assistant Vice President, American Stock Exchange, Market
Development Division, and Director of Marketing, American Gold
Coin Exchange, a subsidiary of the American Stock Exchange, 1976-
1984.
Diana P. Herrmann, Vice President, Age: 37
Senior Vice President and Secretary and formerly Vice
President of the Administrator since 1986 and Director since
1984; Trustee of Tax-Free Trust of Arizona and Tax-Free Trust of
Oregon since 1994 and of Churchill Tax-Free Fund of Kentucky and
Churchill Cash Reserves Trust since 1995; Vice President of InCap
Management Corporation since 1986 and Director since 1983; Vice
President and formerly Assistant Vice President of the Money
Funds since 1986; Assistant Vice President of Oxford Cash
Management Fund, 1986-1988; Assistant Vice President and formerly
Loan Officer of European American Bank, 1981-1986; daughter of
the Trust's President; Trustee of the Leopold Schepp Foundation
(academic scholarships) since 1995; actively involved in mutual
fund and trade associations and in college and other volunteer
organizations.
Charles E. Childs, III, Vice President, Age: 38
Vice President - Administration and formerly Assistant Vice
President and Associate of the Administrator since 1987; Vice
President or Assistant Vice President of the Money Funds since
1988; Northeastern University, 1986-1987 (M.B.A., 1987);
Financial Analyst, Unisys Corporation, 1986; Associate Analyst at
National Economic Research Associates, Inc. (NERA), a micro-
economic consulting firm, 1979-1985.
John M. Herndon, Vice President and Assistant Secretary, Age:
56
Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Vice President of the Money Funds since 1990;
Vice President of the Administrator since 1990; Investment
Services Consultant and Bank Services Executive of Wright
Investors' Service, a registered investment adviser, 1983-1989;
Member of the American Finance Association, the Western Finance
Association and the Society of Quantitative Analysts.
Sherri Foster, Assistant Vice President, Age: 45
Senior Vice President of Hawaiian Tax-Free Trust since 1993, Vice
President, 1988-1992 and Assistant Vice President, 1985-1988;
Registered Representative of the Distributor since 1985; Realtor-
Associate of Sherrian Bender Realty, successor to John Wilson
Enterprises, 1983-1994; Executive Secretary of the Hyatt Regency,
Maui, 1981-1983.
Rose F. Marotta, Chief Financial Officer, Age: 71
Chief Financial Officer of the Money Funds and the Bond and
Equity Funds since 1991; Treasurer of the Money Funds and the
Bond and Equity Funds, 1981-1991; formerly Treasurer of the
predecessor of CCMT; Treasurer and Director of STCM Management
Company, Inc., since 1974; Treasurer of Trinity Liquid Assets
Trust, 1982-1986 and of Oxford Cash Management Fund, 1982-1988;
Treasurer of InCap Management Corporation since 1982, of the
Administrator since 1984 and of the Distributor since 1985.
Richard F. West, Treasurer, Age: 60
Treasurer of the Money Funds and the Bond and Equity Funds and of
Aquila Distributors, Inc. since 1992; Associate Director of
Furman Selz Incorporated, 1991-1992; Vice President of Scudder,
Stevens & Clark, Inc. and Treasurer of Scudder Institutional
Funds, 1989-1991; Vice President of Lazard Freres Institutional
Funds Group, Treasurer of Lazard Freres Group of Investment
Companies and HT Insight Funds, Inc., 1986-1988; Vice President
of Lehman Management Co., Inc. and Assistant Treasurer of Lehman
Money Market Funds, 1981-1985; Controller of Seligman Group of
Investment Companies, 1960-1980.
Edward M. W. Hines, Secretary, Age: 56
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines &
Mone LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary
of the Money Funds and the Bond and Equity Funds since 1982;
Secretary of Trinity Liquid Assets Trust, 1982-1985 and Trustee
of that Trust, 1985-1986; Secretary of Oxford Cash Management
Fund, 1982-1988.
Patricia A. Craven, Assistant Secretary & Compliance Officer,
Age: 29
Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Counsel to the Administrator and the
Distributor since 1995; formerly a Legal Associate for
Oppenheimer Management Corporation, 1993-1995.
Compensation of Trustees
The Funds do not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the officers of the Funds.
During the fiscal year ended March 31, 1995, CAT, TFCAT and
USTCAT paid, respectively $85,532, $39,285 and $24,393, in
compensation and reimbursement of expenses to its other Trustees.
The Funds are among the 14 funds in the Aquilasm Group of Funds,
which consist of tax-free municipal bond funds, money market
funds and an equity fund. The following tables list the
compensation of all Trustees who received compensation from the
Funds, the compensation each received during each Fund's fiscal
year from all funds in the Aquilasm Group of Funds and the number
of such funds. None of such Trustees has any pension or
retirement benefits from the Fund or any of the other funds in
the Aquila group.
Compensation Compensation Compensation
Name from CAT from TFCAT from USTCAT
Vernon R. $6,967 $4,009 $2,211
Alden
Arthur K. $6,985 $3,031 $1,833
Carlson
William M. $6,979 $3,210 $1,941
Cole
Thomas W. $7,380 $3,402 $1,825
Courtney
Richard W. $6,250 $3,000 $1,750
Gushman
Stanley W. $6,250 $3,000 $1,750
Hong
Theodore T. $7,085 $3,096 $1,835
Mason
Russell K. $7,029 $3,542 $1,770
Okata
Douglas $152 $465 $10
Philpotts
Oswald K. $6,000 $3,000 $1,750
Stender
Compensation Number of Aquila Group
from all funds boards on which the
in the Aquila Trustee serves
Name Group
Vernon R. $33,591 7
Alden
Arthur K. $34,705 7
Carlson
William M. $27,842 5
Cole
Thomas W. $27,036 5
Courtney
Richard W. $19,050 4
Gushman
Stanley W. $20,258 4
Hong
Theodore T. $40,290 8
Mason
Russell K. $19,492 4
Okata
Douglas $1,876 4
Philpotts
Oswald K. $17,250 4
Stender
The Trust's Administrator is administrator to the
Aquilasm Group of Funds, which consists of tax-free municipal
bond funds, money market funds and an equity fund. As of December
31, 1995, these funds had aggregate assets of approximately $2.7
billion, of which approximately $800 million consisted of assets
of the money market funds. The Administrator, which was founded
in 1984, is controlled by Mr. Lacy B. Herrmann (directly, through
a trust and through share ownership by his wife). See the
Additional Statement for information on Mr. Herrmann.
For the fiscal year ended March 31, 1995, CAT, TFCAT and the
Trust paid or accrued to the Adviser fees of $1,515,705, $412,599
and $215,004, respectively, and paid or accrued to the
Administrator fees of $624,649, $156,612 and $89,228,
respectively under the Advisory and Administration Agreements.
For the Trust, the Adviser waived $30,974 and the Administrator
waived $10,325 of such fees.
The Distributor currently handles the distribution of the
shares of fourteen funds (six money market funds, seven tax-free
municipal bond funds and an equity fund) including the Trust.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs
relating to prospectuses and reports as well as the costs of
supplemental sales literature, advertising and other promotional
activities. All of the shares of the Distributor are owned by Mr.
Herrmann.
At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which
are currently owned by Mr. Herrmann, will be owned by certain
directors and/or officers of the Administrator and/or the
Distributor including Mr. Herrmann. In anticipation of this
transaction, the Board of Trustees, including a majority of the
independent Trustees, has approved a new Distribution Agreement
for the Trust with no material change from the currently
effective Distribution Agreement.
Other Information on Trustees
The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons," as that term is defined in the 1940 Act.
The Committee (i) recommends to the Board of Trustees what firm
of independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods,
scope and result of audits and the fees charged; and (iii)
reviews the adequacy of the Trust's internal accounting
procedures and controls. The Committee held two meetings during
the Trust's last fiscal year. The Board of Trustees does not have
a nominating committee. During the Trust's last fiscal year, the
Board of Trustees held five meetings. Except for Mrs. Zen who was
absent for medical reasons, all Trustees were present for at
least 75% of the total number of Board meetings and Audit
Committee Meetings (if such Trustee was a member of that
Committee).
RATIFICATION OR REJECTION
OF SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as
the Trust's independent auditors for the fiscal year ending March
31, 1996. Such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in
the Trust, the Trust's Adviser or the Trust's Administrator. It
is expected that representatives of the firm will not be present
at the meeting but will be available should any matter arise
requiring their presence.
APPROVAL OR DISAPPROVAL
OF A NEW INVESTMENT ADVISORY AGREEMENT
WHICH WILL PROVIDE FOR PAYMENT OF FEES
TO TRUSTEES WHO ARE DIRECTORS OF THE ADVISER
(Proposal No. 2)
Background and Reasons for the Proposal
Since the Trust's inception, Hawaiian Trust Company, Limited
(the "Adviser") has supervised the investment program of the
Trust and the composition of its portfolio.
The services of the Adviser are rendered under an
Investment Advisory Agreement (the "Current Advisory Agreement"),
approved by the shareholders of the Trust on January 6, 1995,
which went into effect on September 5, 1995, upon determination
by the Board of Trustees that certain changes in the arrangements
for fund accounting contemplated by the agreement were
satisfactory. The Current Advisory Agreement replaced an advisory
agreement with the Adviser then in effect which had the same
terms except for the such accounting arrangements.
The change in the Current Advisory Agreement being proposed
will allow the Trust to pay compensation to certain Trustees who
are affiliated with the Adviser at the same rate that it pays to
its other Trustees. Under the Current Advisory Agreement, the
Trust pays no compensation to any of such Trustees and their
payment of their compensation, if any, is the responsibility of
the Adviser.
Mr. Douglas Philpotts is the only Trustee who would be
affected by the change. Mr. Philpotts is currently a Director of
the Adviser. He retired as Chairman of its Board in 1994. He
receives no compensation from the Adviser for being a Trustee of
the Trust. The Trust considers that in view of his long
association with the Adviser and his knowledge of Hawaii, Mr.
Philpotts makes a valuable contribution to the Board of Trustees
and that it is appropriate that he be compensated for his
services at the same rate as the Trust's other Trustees.
If Mr. Philpotts had been compensated at the same rate as
the other Trustees during the Trust's last fiscal year, he would
have been paid as follows:
Compensation Compensation Compensation
Name from CAT from TFCAT from USTCAT
Douglas $6,967 $4,009 $2,211
Philpotts
Compensation Number of Aquila Group
from all funds boards on which the
in the Aquila Trustee serves
Name Group
Douglas $20,935 4
Philpotts
During the Trust's last fiscal year, its total expenses
of operations were $410,605 (after fee waivers). Payment of
Trustee's fees to Mr. Philpotts would have increased overall
expenses of operations by 0.0027 of 1%.
No portion of the payment to Mr. Philpotts will be paid
to the Adviser and payment of these fees by the Trust will not
result in reduction of any amounts payable, or costs to be borne
by the Adviser under the Advisory Agreement. Payment of Trustee's
fees to Mr. Philpotts will not result in any increase or decrease
in the advisory fee the Trust pays to the Adviser.
The New Advisory Agreement was approved on October 27, 1995,
in accordance with the 1940 Act, by a vote in-person of a
majority of the Trustees, including all of the Trustees who are
not parties to the Advisory Agreement or "interested persons" (as
defined in the 1940 Act) of any such party (the "Independent
Trustees"), at a meeting called and held for the purpose of
voting on the New Advisory Agreement.
Description of the Advisory Agreement
and the Proposed Changes to it
Except where necessary to distinguish the Current Advisory
Agreement from the New Advisory Agreement, both agreements are
referred to as the Advisory Agreement.
The Advisory Agreement of the Trust provides, subject to the
control of the Board of Trustees, for investment supervision by
the Adviser. The Adviser furnishes information as to the Trust's
portfolio securities to any provider of fund accounting services
to the Trust; monitors records of the Trust as to the Trust's
portfolio, including prices, maintained by such provider of such
services; and supplies at its expense, 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. The
Advisory Agreement states that the Adviser shall, at its expense,
provide to the Trust all office space and facilities, equipment
and clerical personnel necessary for the carrying out of the
Adviser's duties under the Advisory Agreement.
Under the Current Advisory Agreement, the Adviser pays all
compensation of those officers and employees of the Trust and of
those Trustees, if any, who are affiliated with the Adviser.
Under the New Advisory Agreement, this provision would be
modified to provide 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.
Under the Advisory Agreement, the Trust bears the cost 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. Under the Advisory
Agreement, all costs and expenses not expressly assumed by the
Adviser or by the Administrator under the Trust's Administration
Agreement or by the Trust's principal underwriter are paid by the
Trust. The Advisory Agreement lists examples of such expenses
borne by the Trust, the major categories of such expenses being:
legal and audit expenses, custodian and transfer agent, or
shareholder servicing agent fees and expenses, stock issuance and
redemption costs, certain printing costs, registration costs of
the Trust and its shares under Federal and State securities laws,
interest, taxes, and non-recurring expenses, including
litigation.
Under the Advisory Agreement, the Trust pays a 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 0.27 of 1% of such net assets up to $60 million, and on net
assets above that amount at an annual rate of 0.33 of 1% of such
net assets. However, the total fees which the Trust pays are at
the annual rate of 0.40 of 1% of such net assets, since the
Administrator also receives a fee from the Trust under the
Administration Agreement, as discussed below. The Adviser and/or
Administrator may, in order to attempt to achieve a competitive
yield on the shares of the Trust, each waive all or part of
either fee.
The Adviser agrees that its fee 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 Trust 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 Trust 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 Trust's total
annual investment income.
The New Advisory Agreement will go into effect upon approval
of the Trust's shareholders and will continue until the June 30,
next preceding the second anniversary of such approval, that is
until June 30, 1997, and from year to year thereafter, but only
so long as such continuance is specifically approved in
accordance with the 1940 Act; under the 1940 Act such continuance
must be approved annually by the vote of the Board of Trustees
including a majority of the Trust's Independent Trustees cast in
person at a meeting called for the purpose of such approval, or
by the vote of a majority of the Trust's Independent Trustees and
the vote of the holders of a majority (as defined in the 1940
Act) of the Trust's shares. The Advisory Agreement may not be
amended except by such a vote of the Trustees and shareholders.
The Advisory Agreement may be terminated by the Adviser at
any time without penalty upon giving the Trust sixty days'
written notice, and may be terminated by the Trust at any time
without penalty upon giving the Adviser sixty days' written
notice, provided that such termination by the Trust shall be
directed or approved by the vote of a majority of all its
Trustees in office at the time or by the vote of the holders of a
majority (as defined in the 1940 Act) of its voting securities at
the time outstanding and entitled to vote; it automatically
terminates in the event of its assignment (as defined in the
agreement).
The Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, the Adviser is not
liable for any loss sustained by the adoption of any investment
policy or the purchase, sale or retention of any security and
permits the Adviser to act as investment adviser for any other
person, firm or corporation. The Trust agrees to indemnify the
Adviser to the full extent permitted under the Trust's
Declaration of Trust.
The Advisory Agreement states that it is agreed that the
Adviser shall have no responsibility or liability for the
accuracy or completeness of the Trust's Registration Statement
under the Securities Act of 1933 and the 1940 Act except for the
information supplied by the Adviser for inclusion therein.
The Advisory Agreement contains the following provisions as
to the Trust's portfolio transactions. 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, acting as agent for the
Trust, 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 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 (i) whether
a dealer has provided research services, as further discussed
below; and (ii) whether a dealer has sold shares of the Trust or
any other investment company or companies having the Adviser as
its investment adviser or having the same sub-adviser,
Administrator or principal underwriter as the Trust. 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 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.
During the Trust's fiscal year ended March 31, 1995, all of
its transactions were principal transactions and no brokerage
commissions were paid.
Information about the Adviser
The Adviser, a Hawaii corporation organized in 1898, is the
largest trust company in the state of Hawaii in terms of assets
under administration. As of July 1, 1995, the Adviser had over
$11 billion of clients' assets under administration. The Adviser
is not authorized to, and does not, carry on a banking business.
The Adviser is a wholly-owned subsidiary of Bank of Hawaii, all
of whose shares are owned by Bancorp Hawaii, Inc. ("Bancorp") and
Bank of Hawaii's directors (each of whom owns qualifying shares
as required by Hawaii law). The address of Bank of Hawaii and
Bancorp is 130 Merchant Street, Honolulu, Hawaii 96813. Bancorp
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. Bancorp files
annual and periodic reports with the Securities and Exchange
Commission which are available for public inspection.
The principal executive officer of the Adviser is Walter J.
Laskey, President and a director of the Adviser; his address is
130 Merchant Street, Honolulu, Hawaii 96813. The other directors
of the Adviser (each of whom has the same address, except as
indicated) are Douglas Philpotts, H. Howard Stephenson, retired
Chairman and Chief Executive Officer of Bancorp and of Bank of
Hawaii, Lawrence M. Johnson, Chairman and Chief Executive Officer
of Bancorp and of Bank of Hawaii, William E. Aull, retired
President and Chief Executive Officer of Hawaiian Trust Company,
Limited, 187 Dowsett Avenue, Honolulu, Hawaii 96817, Herbert M.
Richards, President and Manager of Kahua Ranch, Ltd. and K. Tim
Yee, President of The Queen Emma Foundation, 615 Piikoi Street,
Suite 701, Honolulu, Hawaii, 96814.
The Adviser, the Administrator and the Distributor have
entered into non-binding principles of cooperation, with the
approval of the Board of Trustees, relating to various matters
including an agreement to consult with each other with respect to
suggested nominations to the Board of Trustees, recognizing that
ultimate selection of nominees as "Independent Trustees" within
the meaning of the Trust's Distribution Plan is to be made by the
Independent Trustees. In addition, the Trust has entered into
separate agreements with the Adviser, the Administrator and the
Distributor under which the service providers have respectively
agreed not to serve in the same capacities for any mutual fund
with the same objectives as the Trust under the circumstances
described in these agreements.
The Adviser acts in the same capacity for the following
other investment companies with similar objectives. Their
approximate net assets as of January 5, 1996, were as follows:
CAT, approximately $334 million and TFCAT, approximately $151
million. The Adviser is currently paid a fee by each of CAT and
TFCAT at the annual rate of 0.33 of 1% and 0.27 of 1% of their
net assets up to $325 million and $95 million, respectively, and
at a rate of 0.43 and 0.33 of 1% over those amounts. The
Administrator is currently paid a fee by each of CAT and TFCAT at
the annual rate of 0.17 of 1% and 0.13 of 1% of their net assets
up to $325 million and $95 million, respectively, and at a rate
of 0.07 of 1% over those amounts.
The shareholders of the other two Funds of the Business
Trust, CAT and TFCAT are also being asked to approve the same
change in the advisory agreement each has with the Adviser.
Action Requested
THE BOARD OF TRUSTEES RECOMMENDS
THAT PROPOSAL NO. 2, THE PROPOSED
NEW ADVISORY AGREEMENT, BE
APPROVED.
Vote Required
The favorable vote of the holders of a majority (as defined
in the 1940 Act) of the outstanding shares of the Trust, is
required for the approval of this Proposal No. 2. Under the 1940
Act, the vote of the holders of a majority of the outstanding
shares of the Trust means the vote of the holders of the lesser
of (a) 67% or more of the shares of the Trust present at the
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 the Trust.
If the required votes are not obtained at the Meeting or any
adjourned meeting or meetings, the Board of Trustees will
consider appropriate action, which could include calling another
special meeting of shareholders.
RECEIPT OF
SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in
those rules may, under certain conditions, be included in the
Trust's proxy statement and proxy card for a particular annual
meeting. One of these conditions relates to the timely receipt by
the Trust of any such proposal. Under these rules, proposals
submitted for inclusion in the proxy material for the Trust's
next annual meeting after the meeting to which this Proxy
Statement relates must be received by the Trust not less than 120
days before the anniversary of the date stated in this Proxy
Statement for the first mailing of this Proxy Statement. The date
for such submission could change, depending on the scheduled date
for the next annual meeting; if so, the Trust will so advise you.
The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Trust does not know of any other matter which will come
up for action at the Meeting. If any other matter or matters
properly come up for action at the Meeting, including any
adjournment of the Meeting, the proxy holders will vote the
shares which the proxy cards entitle them to vote in accordance
with their judgment on such matter or matters. That is, by
signing and returning your proxy card, you give the proxy holders
discretionary authority as to any such matter or matters.
EXHIBIT A
TOTAL NUMBER OF SHARES OUTSTANDING TOGETHER WITH THE HOLDINGS OF
SHAREHOLDERS WITH MORE THAN 5% OF THE OUTSTANDING SHARES OF THE
BUSINESS TRUST AS A WHOLE AND OF EACH OF ITS THREE PORTFOLIOS AS
OF JANUARY 5, 1996
============
Pacific Capital
Business Trust: Cash Assets Trust
Shares owned Shares owned
and % of and % of
Name and Address total shares total shares
Hawaiian Trust
Company, Limited,
Financial Plaza
of the Pacific,
Honolulu, 286,057,920 151,472,568
Hawaii (50.6%) (45.4%)
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis, 208,424,312 159,758,611
Missouri (36.9%) (47.9%)
BHC Securities Inc.,
2005 Market St.,
Philadelphia, 50,760,865 21,615,745
Pennsylvania (9.0%) (6.5%)
First Fidelity
Bank, N.A.,
765 Broad St.,
Newark, 15,547,174 None
New Jersey *
TOTAL SHARES
OUTSTANDING 565,525,279 333,566,618
Pacific Capital Pacific Capital
Tax-Free Cash U.S. Treasuries
Assets Trust: Cash Assets Trust
Shares owned Shares owned
and % of and % of
Name and Address total shares total shares
Hawaiian Trust
Company, Limited
Financial Plaza
of the Pacific
Honolulu, 74,588,075 59,997,276
Hawaii (49.3%) (74.5%)
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis, 38,575,401 10,090,300
Missouri (25.5%) (12.5%)
BHC Securities, Inc.,
2005 Market St.,
Philadelphia, 18,743,894 10,401,226
Pennsylvania (12.4%) (12.9%)
First Fidelity
Bank, N.A.,
765 Broad St.,
Newark, 15,547,174 none
New Jersey (10.3%)
TOTAL SHARES
OUTSTANDING 151,390,124 80,568,537
<FN>
* N/A -- Less than 5% of the portfolio
</FN>
PACIFIC CAPITAL
U.S. TREASURIES CASH ASSETS TRUST
PROXY FOR SHAREHOLDERS MEETING MARCH 22, 1996
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of U.S.TREASURIES CASH ASSETS
TRUST (the "Trust") does hereby appoint LACY B. HERRMANN and
EDWARD M. W. HINES, or either of them, as attorneys and proxies
of the undersigned, with full power of substitution, to attend
the Annual Meeting of Shareholders of Cash Assets Trust, of which
the Trust is a portfolio, to be held on March 22, 1996 at the
offices of the Trust, 380 Madison Avenue, New York, NY 10017 at
10:00 a.m. local time, and at all adjournments thereof, and
thereat to vote the shares held in the name of the undersigned on
the record date for said meeting on the matters listed below.
Please mark your proxy, date and sign it below and return it
promptly in the accompanying envelope which requires no postage
if mailed in the United States.
Management recommends a vote FOR all nominees listed below
and FOR the proposals listed below. The shares represented
hereby will be voted as indicated below or FOR if no choice is
indicated.
As to any other matter said attorneys shall vote in
accordance with their best judgment.
Election of Trustees---.
__
[__] FOR all nominees listed below
__
[__] VOTE WITHHELD for all nominees listed
below
(Instructions: To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee
or the names of such nominees in the list below.)
LACY B. HERRMANN; VERNON R. ALDEN; ARTHUR K. CARLSON;
WILLIAM M. COLE; THOMAS W. COURTNEY; RICHARD W. GUSHMAN, II;
STANLEY W. HONG; THEODORE T. MASON; RUSSELL K. OKATA;
DOUGLAS PHILPOTTS; OSWALD K. STENDER;
Ratification of selection of KPMG Peat Marwick
LLP as independent auditors
__ __ __
(Proposal No. 1) FOR [__] AGAINST [__] ABSTAIN [__]
Action on new advisory agreement
to authorize payment of fees to
Trustees who are Directors of the Adviser;
__ __ __
(Proposal No. 2) FOR [__] AGAINST [__] ABSTAIN [__]
Dated: ____________ ______, 1996
Month Day
__________________________________
SIGNATURE(S)
__________________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as a custodian, attorney, executor, administrator, trustee,
guardian, etc., please sign your full title as such. Joint
owners should each sign.
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
PACIFIC CAPITAL
TAX-FREE CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
on March 22, 1996
TO OUR SHAREHOLDERS:
The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Pacific Capital Tax-Free Cash
Assets Trust (the "Trust") will be held:
Place: (a) at the offices of the Trust
380 Madison Avenue
Suite 2300
New York, NY 10017
Time: (b) on March 22, 1996
at 10:00 a.m., local time;
Purposes: (c) for the following purposes:
(i) to elect eleven Trustees; each
Trustee elected will hold office until
the next annual meeting of the Trust's
shareholders or until his or her
successor is duly elected;
(ii) to ratify (that is, to approve) or
reject the selection of KPMG Peat
Marwick LLP as the Trust's independent
auditors for the fiscal year ending
March 31, 1996 (Proposal No. 1);
PLEASE NOTE:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested
in mailing in your proxy no matter how large or small your
holding may be.
(iii) to act upon a proposed amended
and restated Investment Advisory
Agreement to permit the Trust to pay
fees to Trustees who are Directors of
the Adviser (Proposal No. 2); and
(iv) 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 of the Trust's
Original Share Class or the Trust's
Service Share Class on the Trust's
records at the close of business on
January 5, 1996 (the "record date").
Also, the number of shares held by you
according to such records at the close
of business on the record date
determines the number of shares you may
vote at the Meeting (or any adjourned
meeting or meetings).
By Order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
February 2, 1996
(ii)
PACIFIC CAPITAL
TAX-FREE CASH ASSETS TRUST
380 Madison Avenue, Suite 2300, New York, New York 10017
PROXY STATEMENT
The Annual Meeting of the Shareholders of Pacific Capital
Tax-Free Cash Assets Trust will consider a Proposal of vital
importance to the Trust, in addition to election of Trustees and
approval of the Trust's auditors:
* Action on an amended and restated
Investment Advisory Agreement which
will provide for payment to
Trustees who are Directors of the
Adviser; See Proposal No. 2.
The Board of Trustees believes that this proposal is in the
best interest of the Trust and its shareholders. Please read the
proxy statement and then indicate your vote on the enclosed proxy
card as soon as possible.
INTRODUCTION
The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Pacific Capital Tax-Free
Cash Assets Trust (the "Trust"). The purpose of this proxy
statement (all the rest of this document) is to give you
information on which you may base your decisions as to the
choices, if any, you make on the enclosed proxy card.
A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-228-7496 toll-free or 212-697-6666.
The Trust's organizer and administrator (the
"Administrator") is Aquila Management Corporation, 380 Madison
Avenue, Suite 2300, New York, NY 10017. The Trust's principal
underwriter (the "Distributor") is Aquila Distributors, Inc., 380
Madison Avenue, Suite 2300, New York, NY 10017. Hawaiian Trust
Company, Limited, Financial Plaza of the Pacific, P.O. Box 3170
Honolulu, Hawaii 96802 serves as the Trust's Investment Adviser.
This Notice and Proxy Statement are first being mailed on
or about February 2, 1996.
Cash Assets Trust, a Massachusetts business trust is a
professionally managed, open-end investment company consisting of
three separate funds: Pacific Capital Cash Assets Trust ("CAT"),
Pacific Capital Tax-Free Cash Assets Trust ("TFCAT") and Pacific
Capital U.S. Treasuries Cash Assets Trust ("USTCAT"). In this
Proxy Statement the "Business Trust" means Cash Assets Trust, the
business trust, the "Funds" means the three portfolios of the
Business Trust and the "Trust" means the Portfolio, Pacific
Capital Tax-Free Cash Assets Trust. There are two classes of
shares of each of the Funds: "Service Shares" and "Original
Shares."
The enclosed proxy card authorizes the persons named (or
their substitutes) to vote your shares; the Trust calls these
persons the "proxy holders." As to the election of Trustees you
may authorize the proxy holders to vote your shares for the
entire slate indicated below by marking the appropriate box on
the proxy card or by merely signing and returning your proxy card
with no instructions. Or, you may withhold the authority of the
proxy holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by striking a line through the nominee's name
on the proxy card.
As to the other matters listed on the proxy card, you may
direct the proxy holders to vote your shares on those proposals
by checking the appropriate box "For" or "Against" or instruct
them not to vote your shares on a proposal by checking the
"Abstain" box. If you return your signed proxy card and do not
check any box on a proposal, the proxy holders will vote your
shares for that proposal. Shares held by brokers in "street name"
and not voted or marked as abstentions will not be counted for
purposes of determining a quorum.
You may end the power of the proxy holders to vote your
shares after you have signed and returned your proxy card and
before the power is used by (i) so notifying the Trust in
writing; (ii) signing a new and different proxy card (if the
Trust receives it before the old one is used); or (iii) voting
your shares in person or by your duly appointed agent at the
meeting.
The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("proxies") to be used at the Annual Meeting to be held at the
time and place and for the purposes indicated in the Notice or
any adjourned meeting or meetings. The Trust pays the costs of
the solicitation. Proxies are being solicited by the use of the
mails; they may also be solicited by telephone, facsimile and
personal interviews. Brokerage firms, banks and others may be
requested to forward this Notice and Proxy Statement to
beneficial owners of the Trust's shares so that these owners may
authorize the voting of these shares. The Trust will pay these
firms for their out-of-pocket expenses for doing so.
Each shareholder of the Business Trust on the record date
is entitled to 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 held on the record date. The meeting will act
upon certain matters that affect the Business Trust as a whole:
the election of Trustees and the action on the selection of
auditors (Proposal No. 1). On matters that affect the Business
Trust as a whole, all shareholders of the Business Trust,
including the shareholders of both classes of the Trust and both
classes of the other two portfolios, are entitled to vote at the
meeting. With respect to Proposal No. 2, a matter that affects
only the Trust, only shareholders of both classes of the Trust
are entitled to vote and the shareholders of the other two
portfolios are not entitled to vote.
On January 5, 1996 the total number of shares outstanding
for the Business Trust as a whole, and for each of its three
Funds, was as set forth in the table on Exhibit A to this Proxy
Statement. Also listed on Exhibit A are the names and addresses
of the holders as of that date of more than 5% of the outstanding
shares of the Business Trust and of each Fund. Shareholdings are
in the names of the holders listed, unless stated to be in the
name of a nominee.
ELECTION OF TRUSTEES
At the Meeting, eleven Trustees are to be elected. Whenever
it is stated in this Proxy Statement that a matter is to be acted
on at the Meeting, this means the Meeting held at the scheduled
time or any adjourned meeting or meetings.
Each Trustee elected will serve until the next annual
meeting or until his or her successor is duly elected. The
nominees selected by the Trustees are named in the table below.
See "Introduction" above for information as to how you can
instruct the proxy holders as to the voting of your shares as to
the election of Trustees.
Each of the nominees is presently a Trustee and was
previously elected by the shareholders. Messrs. Gushman, Hong,
Okata and Stender were elected by the shareholders on March 31,
1993. Each of the other nominees has been a Trustee since the
beginning of the Business Trust's operations in 1984, except for
Mr. Carlson, who was originally elected a Trustee at a meeting of
the Board of Trustees held on October 19, 1987, Mr. Alden, who
was originally elected at a meeting of the Board of Trustees held
on June 12, 1989 and Mr. Philpotts, who was originally elected at
a meeting of the Board of Trustees held June 6, 1992. Mrs. Thelma
Chun-Hoon Zen, a founding Trustee, has advised the Trust that she
will not be a candidate for reelection because of health
reasons.
On the record date, the officers and Trustees of the
Trust held as a group less than 1% of the outstanding voting
shares of the Business Trust or the Trust. Each of the Trust's
Trustees and officers holds the same position with all of the
Funds, the Trust and the two other series of the Business Trust.
Each of the Trust's Trustees is also a Trustee of Hawaiian
Tax-Free Trust, a municipal bond mutual fund having the same
Adviser and Administrator as the Trust. The beneficial ownership
of shares indicated below includes voting and investment control
unless otherwise indicated. Shares are given to the nearest full
share. In the information below, the Trust's Administrator,
Aquila Management Corporation, is referred to as the
"Administrator," the Trust's Distributor, Aquila Distributors,
Inc., is referred to as the "Distributor" and Hawaiian Trust
Company, Limited is referred to by that name or as the "Adviser."
Mr. Herrmann is an interested person of the Trust, as that term
is defined in the Investment Company Act of 1940 (the "1940
Act"), as an officer of the Trust and as a Director, officer and
shareholder of Aquila Distributors, Inc. (the "Distributor"). Mr.
Philpotts is an interested person of the Trust as a shareholder
of the Adviser's corporate parent. They are so designated by an
asterisk.
Lacy B. Herrmann*, President and Chairman of the Board of
Trustees, Age: 66, Shares Owned: 231 (1)
Founder of the Trust and President and a Director of the
Administrator since 1984; Founder, President and Chairman of the
Board of Trustees of Prime Cash Fund since 1982, of Short Term
Asset Reserves since 1984, of Churchill Cash Reserves Trust since
1985 and of Cascades Cash Fund, 1989-1994, all of which are money
market funds to which the Administrator is administrator and
which together with the Funds are referred to as the "Money
Funds"; Founder, President and Chairman of the Board of Trustees
of Hawaiian Tax-Free Trust since 1984, of Tax-Free Trust of
Arizona and Tax-Free Trust of Oregon since 1986, of Churchill
Tax-Free Fund of Kentucky and Tax-Free Fund of Colorado since
1987 and of Tax-Free Fund For Utah and Narragansett Insured Tax-
Free Income Fund since 1992, all of which are tax-free municipal
bond funds, and an equity fund, Aquila Rocky Mountain Equity Fund
since 1993, to all of which the Administrator is administrator
and which are referred to as the "Bond and Equity Funds";
Chairman and President, Chief Executive Officer (Chairman of the
Board of Trustees and/or President) and Trustee of Capital Cash
Management Trust ("CCMT"), since 1981 and Founder and executive
officer (since 1974) of CCMT and its predecessor; Vice President,
a Director and Secretary since 1981 (formerly Treasurer) of the
Distributor, which is distributor (i.e., principal underwriter)
for the Money Funds and the Bond and Equity Funds; President and
a Director of STCM Management Company, Inc., Adviser to CCMT;
Chairman, President and a Director since 1984 of InCap Management
Corporation, formerly sub-adviser and administrator of Prime Cash
Fund and Short Term Asset Reserves; Director or Trustee of the
various Quest for Value Funds, a group of stock, bond and money
market mutual funds, since 1983; Director of Saratoga Advantage
Trust, a group of mutual funds, since 1994; Trustee of Brown
University since 1990; actively involved for many years in
leadership roles with university, school and charitable
organizations.
(1) Held of record by the Administrator. See below for a
description of the Administrator.
Vernon R. Alden, Trustee, Age: 72, Shares Owned: None
Director of Augat Inc., a manufacturing corporation, since 1979,
Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation, since 1959,
Intermet Corporation, an independent foundry, since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Tax-Free Trust
of Oregon since 1988, of Hawaiian Tax-Free Trust, of Cascades
Cash Fund, 1989-1994 and of Narragansett Insured Tax-Free Income
Fund since 1992; Associate Dean and member of the faculty of
Harvard University Graduate School of Business Administration,
1951-1962; member of the faculty and Program Director of Harvard
Business School - University of Hawaii Advanced Management
Program, summer of 1959 and 1960; President of Ohio University,
1962-1969; Chairman of The Japan Society of Boston, Inc., and
member of several Japan-related advisory councils; Chairman of
the Massachusetts Business Development Council and the
Massachusetts Foreign Business Council, 1978-1983; Trustee of the
Boston Symphony Orchestra since 1975; Chairman of the
Massachusetts Council on the Arts and Humanities, 1972-1984;
Member of the Board of Fellows of Brown University, 1969-1986;
Trustee and member of the Executive Committee, Plymouth
Plantation; trustee of various other cultural and educational
organizations; Honorary Consul General of the Royal Kingdom of
Thailand.
Arthur K. Carlson, Trustee, Age: 73, Shares Owned: None
Retired; Senior Vice President and Manager of the Trust Division
of The Valley National Bank of Arizona, 1977-1987; Trustee of
Tax-Free Fund of Colorado, Hawaiian Tax-Free Trust and Tax-Free
Trust of Arizona since 1987 and of Aquila Rocky Mountain Equity
Fund since 1993; previously Vice President of Investment Research
at Citibank, New York City, and prior to that Vice President and
Director of Investment Research of Irving Trust Company, New York
City; past President of The New York Society of Security Analysts
and currently a member of the Phoenix Society of Financial
Analysts; formerly Director of the Financial Analysts Federation;
past Chairman of the Board and, currently, Director of Mercy
Healthcare of Arizona, Phoenix, Arizona since 1990; Director of
Northern Arizona University Foundation since 1990; present or
formerly an officer and/or director of various other community
and professional organizations.
William M. Cole, Trustee, Age: 64, Shares Owned: None
President of Cole International, Inc., financial and shipping
consultants, since 1974; President of Cole Associates, shopping
center and real estate developers, 1974-1976; President of
Seatrain Lines, Inc., 1970-1974; former General Partner of Jones
& Thompson, international shipping brokers; Trustee of Hawaiian
Tax-Free Trust since 1985, of Tax-Free Fund of Colorado since
1987; Chairman of Cole Group, a financial consulting and real
estate firm, since 1985.
Thomas W. Courtney, C.F.A., Trustee, Age: 62, Shares Owned: None
President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Investment Counseling, Federated Investors, Inc.,
1975-1982; President of Boston Company Institutional Investors,
Inc., 1970-1975; Director of several privately owned
corporations; formerly a Director of the Financial Analysts
Federation; Trustee of Hawaiian Tax-Free Trust since 1984, of
Tax-Free Trust of Arizona since 1986; Director or Trustee of the
various Quest for Value Funds, a group of stock, bond and money
market mutual funds, since 1983.
Richard W. Gushman, II, Trustee, Age: 49, Shares Owned: None
President and Chief Executive Officer of OKOA, INC., a private
Hawaii corporation involved in real estate; adviser to RAMPAC,
Inc., a wholly owned subsidiary of the Bank of Hawaii, involved
with commercial real estate finance; Trustee of Hawaiian Tax-Free
Trust since 1992; Trustee of Pacific Capital Funds, which
includes bond and stock funds, since 1993; Chairman of the Board
of Aloha United Way; member of the Board of Trustees of the Mari-
Med Foundation, Downtown Improvement Association, Boys and Girls
Club of Honolulu.
Stanley W. Hong, Trustee, Age: 59, Shares Owned: None
Business consultant since 1994; Senior Vice President of
McCormack Properties, Ltd., 1993-1994; President and Chief
Executive of the Hawaii Visitors Bureau, 1984-1993; Vice
President, General Counsel and Corporate Secretary at TheoDavies
& Co., Ltd., a multiple business company, 1973-1984; formerly
Legislative Assistant to U.S. Senator Hiram L. Fong; member of
the Boards of Directors of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992; Trustee of Pacific
Capital Funds, which includes bond and stock funds, since 1993;
Trustee of Nature Conservancy of Hawaii since 1990; Regent of
Chaminade University of Honolulu since 1990.
Theodore T. Mason, Trustee, Age: 60, Shares Owned: None
Managing Director of EastWind Power Partners, Ltd. since 1994;
Director of Cogeneration Development of Willamette Industries,
Inc., a forest products company, 1991-1993; Vice President of
Corporate Development of Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the same company, 1977-1978;
Vice Chairman of the Board of Trustees of CCMT since 1981;
Trustee and Vice President, 1976-1981, and formerly Director of
its predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
since 1982; Trustee of Short Term Asset Reserves, 1984-1986 and
since 1989, of Hawaiian Tax-Free Trust since 1984, of Churchill
Cash Reserves Trust since 1985 and of Churchill Tax-Free Fund of
Kentucky since 1992; Vice President and Trustee of Oxford Cash
Management Fund, 1983-1989; Vice President of Trinity Liquid
Assets Trust, 1983-1985; President and Director of Ted Mason
Venture Associates, Inc., a venture capital consulting firm,
1972-1980; Advisor to the Commander, U.S. Maritime Defense Zone
Atlantic, 1984-1988; National Vice President, Surface/Subsurface,
Naval Reserve Association, 1985-1987; National Vice President,
Budget and Finance, for the same Association, 1983-1985;
Commanding Officer of four Naval Reserve Units, 1974-1985;
Captain, USNR, 1978-1988.
Russell K. Okata, Trustee, Age: 51, Shares Owned: None
Executive Director, Hawaii Government Employees Association
AFSCME Local 152, AFL-CIO; Trustee of Hawaiian Tax-Free Trust
since 1992; Trustee of Pacific Capital Funds, which includes bond
and stock funds, since 1993; Chairman of the Royal State
Insurance Group since 1988; Trustee of several charitable
organizations.
Douglas Philpotts*, Trustee, Age: 64, Shares Owned: 1,368
Retired; Director of Hawaiian Trust Company, Limited since 1986,
Chairman of the Board, 1992-1994 and President, 1986-1992;
Director of Victoria Ward, Limited; Trustee of Hawaiian Tax-Free
Trust since 1992; Trustee of Pacific Capital Funds, which
includes bond and stock funds, since 1993; Trustee of the Strong
Foundation; present or former director or trustee of a number of
civic and charitable organizations in Hawaii.
Oswald K. Stender, Trustee, Age: 64, Shares Owned: 2,115
(2)
Trustee of the Bernice Pauahi Bishop Estate since 1990; Director
of Hawaiian Electric Industries, Inc., a public utility holding
company, since 1993; Senior Advisor to the Trustees of The Estate
of James Campbell, 1987-1989 and Chief Executive Officer, 1976-
1988; Director of several housing and real estate associations;
Director, member or trustee of several community organizations;
Trustee of Hawaiian Tax-Free Trust since 1992; Trustee of Pacific
Capital Funds, which includes bond and stock funds, since 1993;
Board Member, KBPS Public Radio Foundation.
(2) Held under the Uniform Transfers to Minors Act for a
relative.
William C. Wallace, Vice President, Age: 60
Vice President of Capital Cash Management Trust since 1984;
Senior Vice President of Hawaiian Tax-Free Trust since 1985 and
Vice President, 1984-1985; Senior Vice President of Tax-Free
Trust of Arizona since 1989 and Vice President, 1986-1988; Vice
President of Tax-Free Trust of Oregon since 1986, of Churchill
Tax-Free Fund of Kentucky and Tax-Free Fund of Colorado since
1987 and of Narragansett Insured Tax-Free Income Fund since 1992;
Secretary and Director of STCM Management Company, Inc. since
1974; President of the Distributor since 1995 and formerly Vice
President of the Distributor, 1986-1992; Member of the Panel of
Arbitrators, American Arbitration Association, since 1978;
Assistant Vice President, American Stock Exchange, Market
Development Division, and Director of Marketing, American Gold
Coin Exchange, a subsidiary of the American Stock Exchange, 1976-
1984.
Diana P. Herrmann, Vice President, Age: 37
Senior Vice President and Secretary and formerly Vice
President of the Administrator since 1986 and Director since
1984; Trustee of Tax-Free Trust of Arizona and Tax-Free Trust of
Oregon since 1994 and of Churchill Tax-Free Fund of Kentucky and
Churchill Cash Reserves Trust since 1995; Vice President of InCap
Management Corporation since 1986 and Director since 1983; Vice
President and formerly Assistant Vice President of the Money
Funds since 1986; Assistant Vice President of Oxford Cash
Management Fund, 1986-1988; Assistant Vice President and formerly
Loan Officer of European American Bank, 1981-1986; daughter of
the Trust's President; Trustee of the Leopold Schepp Foundation
(academic scholarships) since 1995; actively involved in mutual
fund and trade associations and in college and other volunteer
organizations.
Charles E. Childs, III, Vice President, Age: 38
Vice President - Administration and formerly Assistant Vice
President and Associate of the Administrator since 1987; Vice
President or Assistant Vice President of the Money Funds since
1988; Northeastern University, 1986-1987 (M.B.A., 1987);
Financial Analyst, Unisys Corporation, 1986; Associate Analyst at
National Economic Research Associates, Inc. (NERA), a micro-
economic consulting firm, 1979-1985.
John M. Herndon, Vice President and Assistant Secretary, Age:
56
Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Vice President of the Money Funds since 1990;
Vice President of the Administrator since 1990; Investment
Services Consultant and Bank Services Executive of Wright
Investors' Service, a registered investment adviser, 1983-1989;
Member of the American Finance Association, the Western Finance
Association and the Society of Quantitative Analysts.
Sherri Foster, Assistant Vice President, Age: 45
Senior Vice President of Hawaiian Tax-Free Trust since 1993, Vice
President, 1988-1992 and Assistant Vice President, 1985-1988;
Registered Representative of the Distributor since 1985; Realtor-
Associate of Sherrian Bender Realty, successor to John Wilson
Enterprises, 1983-1994; Executive Secretary of the Hyatt Regency,
Maui, 1981-1983.
Rose F. Marotta, Chief Financial Officer, Age: 71
Chief Financial Officer of the Money Funds and the Bond and
Equity Funds since 1991; Treasurer of the Money Funds and the
Bond and Equity Funds, 1981-1991; formerly Treasurer of the
predecessor of CCMT; Treasurer and Director of STCM Management
Company, Inc., since 1974; Treasurer of Trinity Liquid Assets
Trust, 1982-1986 and of Oxford Cash Management Fund, 1982-1988;
Treasurer of InCap Management Corporation since 1982, of the
Administrator since 1984 and of the Distributor since 1985.
Richard F. West, Treasurer, Age: 60
Treasurer of the Money Funds and the Bond and Equity Funds and of
Aquila Distributors, Inc. since 1992; Associate Director of
Furman Selz Incorporated, 1991-1992; Vice President of Scudder,
Stevens & Clark, Inc. and Treasurer of Scudder Institutional
Funds, 1989-1991; Vice President of Lazard Freres Institutional
Funds Group, Treasurer of Lazard Freres Group of Investment
Companies and HT Insight Funds, Inc., 1986-1988; Vice President
of Lehman Management Co., Inc. and Assistant Treasurer of Lehman
Money Market Funds, 1981-1985; Controller of Seligman Group of
Investment Companies, 1960-1980.
Edward M. W. Hines, Secretary, Age: 56
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines &
Mone LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary
of the Money Funds and the Bond and Equity Funds since 1982;
Secretary of Trinity Liquid Assets Trust, 1982-1985 and Trustee
of that Trust, 1985-1986; Secretary of Oxford Cash Management
Fund, 1982-1988.
Patricia A. Craven, Assistant Secretary & Compliance Officer,
Age: 29
Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Counsel to the Administrator and the
Distributor since 1995; formerly a Legal Associate for
Oppenheimer Management Corporation, 1993-1995.
Compensation of Trustees
The Funds do not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the officers of the Funds.
During the fiscal year ended March 31, 1995, CAT, TFCAT and
USTCAT paid, respectively $85,532, $39,285 and $24,393, in
compensation and reimbursement of expenses to its other Trustees.
The Funds are among the 14 funds in the Aquilasm Group of Funds,
which consist of tax-free municipal bond funds, money market
funds and an equity fund. The following tables list the
compensation of all Trustees who received compensation from the
Funds, the compensation each received during each Fund's fiscal
year from all funds in the Aquilasm Group of Funds and the number
of such funds. None of such Trustees has any pension or
retirement benefits from the Fund or any of the other funds in
the Aquila group.
Compensation Compensation Compensation
Name from CAT from TFCAT from USTCAT
Vernon R. $6,967 $4,009 $2,211
Alden
Arthur K. $6,985 $3,031 $1,833
Carlson
William M. $6,979 $3,210 $1,941
Cole
Thomas W. $7,380 $3,402 $1,825
Courtney
Richard W. $6,250 $3,000 $1,750
Gushman
Stanley W. $6,250 $3,000 $1,750
Hong
Theodore T. $7,085 $3,096 $1,835
Mason
Russell K. $7,029 $3,542 $1,770
Okata
Douglas $152 $465 $10
Philpotts
Oswald K. $6,000 $3,000 $1,750
Stender
Compensation Number of Aquila Group
from all funds boards on which the
in the Aquila Trustee serves
Name Group
Vernon R. $33,591 7
Alden
Arthur K. $34,705 7
Carlson
William M. $27,842 5
Cole
Thomas W. $27,036 5
Courtney
Richard W. $19,050 4
Gushman
Stanley W. $20,258 4
Hong
Theodore T. $40,290 8
Mason
Russell K. $19,492 4
Okata
Douglas $1,876 4
Philpotts
Oswald K. $17,250 4
Stender
The Trust's Administrator is administrator to the
Aquilasm Group of Funds, which consists of tax-free municipal
bond funds, money market funds and an equity fund. As of December
31, 1995, these funds had aggregate assets of approximately $2.7
billion, of which approximately $800 million consisted of assets
of the money market funds. The Administrator, which was founded
in 1984, is controlled by Mr. Lacy B. Herrmann (directly, through
a trust and through share ownership by his wife). See the
Additional Statement for information on Mr. Herrmann.
For the fiscal year ended March 31, 1995, CAT, the Trust
and USTCAT paid or accrued to the Adviser fees of $1,515,705,
$412,599 and $215,004, respectively, and paid or accrued to the
Administrator fees of $624,649, $156,612 and $89,228,
respectively under the Advisory and Administration Agreements.
For USTCAT, the Adviser waived $30,974 and the Administrator
waived $10,325 of such fees.
The Distributor currently handles the distribution of the
shares of fourteen funds (six money market funds, seven tax-free
municipal bond funds and an equity fund) including the Trust.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs
relating to prospectuses and reports as well as the costs of
supplemental sales literature, advertising and other promotional
activities. All of the shares of the Distributor are owned by Mr.
Herrmann.
At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which
are currently owned by Mr. Herrmann, will be owned by certain
directors and/or officers of the Administrator and/or the
Distributor including Mr. Herrmann. In anticipation of this
transaction, the Board of Trustees, including a majority of the
independent Trustees, has approved a new Distribution Agreement
for the Trust with no material change from the currently
effective Distribution Agreement.
Other Information on Trustees
The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons," as that term is defined in the 1940 Act.
The Committee (i) recommends to the Board of Trustees what firm
of independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods,
scope and result of audits and the fees charged; and (iii)
reviews the adequacy of the Trust's internal accounting
procedures and controls. The Committee held two meetings during
the Trust's last fiscal year. The Board of Trustees does not have
a nominating committee. During the Trust's last fiscal year, the
Board of Trustees held five meetings. Except for Mrs. Zen who was
absent for medical reasons, all Trustees were present for at
least 75% of the total number of Board meetings and Audit
Committee Meetings (if such Trustee was a member of that
Committee).
RATIFICATION OR REJECTION
OF SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as
the Trust's independent auditors for the fiscal year ending March
31, 1996. Such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in
the Trust, the Trust's Adviser or the Trust's Administrator. It
is expected that representatives of the firm will not be present
at the meeting but will be available should any matter arise
requiring their presence.
APPROVAL OR DISAPPROVAL
OF A NEW INVESTMENT ADVISORY AGREEMENT
WHICH WILL PROVIDE FOR PAYMENT OF FEES
TO TRUSTEES WHO ARE DIRECTORS OF THE ADVISER
(Proposal No. 2)
Background and Reasons for the Proposal
Since the Trust's inception, Hawaiian Trust Company, Limited
(the "Adviser") has supervised the investment program of the
Trust and the composition of its portfolio.
The services of the Adviser are rendered under an
Investment Advisory Agreement (the "Current Advisory Agreement"),
approved by the shareholders of the Trust on January 6, 1995,
which went into effect on September 5, 1995, upon determination
by the Board of Trustees that certain changes in the arrangements
for fund accounting contemplated by the agreement were
satisfactory. The Current Advisory Agreement replaced an advisory
agreement with the Adviser then in effect which had the same
terms except for the such accounting arrangements.
The change in the Current Advisory Agreement being proposed
will allow the Trust to pay compensation to certain Trustees who
are affiliated with the Adviser at the same rate that it pays to
its other Trustees. Under the Current Advisory Agreement, the
Trust pays no compensation to any of such Trustees and payment of
their compensation, if any, is the responsibility of the Adviser.
Mr. Douglas Philpotts is the only Trustee who would be
affected by the change. Mr. Philpotts is currently a Director of
the Adviser. He retired as Chairman of its Board in 1994. He
receives no compensation from the Adviser for being a Trustee of
the Trust. The Trust considers that in view of his long
association with the Adviser and his knowledge of Hawaii, Mr.
Philpotts makes a valuable contribution to the Board of Trustees
and that it is appropriate that he be compensated for his
services at the same rate as the Trust's other Trustees.
If Mr. Philpotts had been compensated at the same rate as
the other Trustees during the Trust's last fiscal year, he would
have been paid as follows:
Compensation Compensation Compensation
Name from CAT from TFCAT from USTCAT
Douglas $6,967 $4,009 $2,211
Philpotts
Compensation Number of Aquila Group
from all funds boards on which the
in the Aquila Trustee serves
Name Group
Douglas $20,935 4
Philpotts
During the Trust's last fiscal year, its total expenses
of operations were $775,73. Payment of Trustee's fees to Mr.
Philpotts would have increased overall expenses of operations by
0.0022 of 1%.
No portion of the payment to Mr. Philpotts will be paid
to the Adviser and payment of these fees by the Trust will not
result in reduction of any amounts payable, or costs to be borne
by the Adviser under the Advisory Agreement. Payment of Trustee's
fees to Mr. Philpotts will not result in any increase or decrease
in the advisory fee the Trust pays to the Adviser.
An advisory agreement incorporating the proposed new
arrangements (the "New Advisory Agreement") was approved on
October 27, 1995, in accordance with the 1940 Act by a vote in
person of a majority of the Trustees, including all of the
Trustees who are not parties to the Advisory Agreement or
"interested persons" (as defined in the 1940 Act) of any such
party (the "Independent Trustees"), at a meeting called and held
for the purpose of voting on the New Advisory Agreement.
Description of the Advisory Agreement
and the Proposed Changes to it
Except where necessary to distinguish the current Advisory
Agreement from the New Advisory Agreement, both agreements are
referred to as the Advisory Agreement.
The Advisory Agreement of the Trust provides, subject to the
control of the Board of Trustees, for investment supervision by
the Adviser. The Adviser furnishes information as to the Trust's
portfolio securities to any provider of fund accounting services
to the Trust; monitors records of the Trust as to the Trust's
portfolio, including prices, maintained by such provider of such
services; and supplies at its expense, 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. The
Advisory Agreement states that the Adviser shall, at its expense,
provide to the Trust all office space and facilities, equipment
and clerical personnel necessary for the carrying out of the
Adviser's duties under the Advisory Agreement.
Under the Current Advisory Agreement, the Adviser pays all
compensation of those officers and employees of the Trust and of
those Trustees, if any, who are affiliated with the Adviser.
Under the New Advisory Agreement, this provision would be
modified to provide 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.
Under the Advisory Agreement, the Trust bears the cost 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. Under the Advisory
Agreement, all costs and expenses not expressly assumed by the
Adviser or by the Administrator under the Trust's Administration
Agreement or by the Trust's principal underwriter are paid by the
Trust. The Advisory Agreement lists examples of such expenses
borne by the Trust, the major categories of such expenses being:
legal and audit expenses, custodian and transfer agent, or
shareholder servicing agent fees and expenses, stock issuance and
redemption costs, certain printing costs, registration costs of
the Trust and its shares under Federal and State securities laws,
interest, taxes, and non-recurring expenses, including
litigation.
Under the Advisory Agreement, the Trust pays a 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 0.27 of 1% of such net assets up to $95 million, and on net
assets above that amount at an annual rate of 0.33 of 1% of such
net assets. However, the total fees which the Trust pays are at
the annual rate of 0.40 of 1% of such net assets, since the
Administrator also receives a fee from the Trust under the
Administration Agreement, as discussed below. The Adviser and/or
Administrator may, in order to attempt to achieve a competitive
yield on the shares of the Trust, each waive all or part of
either fee.
The Adviser agrees that its fee 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 Trust 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 Trust 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 Trust's total
annual investment income.
The New Advisory Agreement will go into effect upon approval
of the Trust's shareholders and will continue until the June 30,
next preceding the second anniversary of such approval, that is
until June 30, 1997, and from year to year thereafter, but only
so long as such continuance is specifically approved in
accordance with the 1940 Act; under the 1940 Act such continuance
must be approved annually by the vote of the Board of Trustees
including a majority of the Trust's Independent Trustees cast in
person at a meeting called for the purpose of such approval, or
by the vote of a majority of the Trust's Independent Trustees and
the vote of the holders of a majority (as defined in the 1940
Act) of the Trust's shares. The Advisory Agreement may not be
amended except by such a vote of the Trustees and shareholders.
The Advisory Agreement may be terminated by the Adviser at
any time without penalty upon giving the Trust sixty days'
written notice, and may be terminated by the Trust at any time
without penalty upon giving the Adviser sixty days' written
notice, provided that such termination by the Trust shall be
directed or approved by the vote of a majority of all its
Trustees in office at the time or by the vote of the holders of a
majority (as defined in the 1940 Act) of its voting securities at
the time outstanding and entitled to vote; it automatically
terminates in the event of its assignment (as defined in the
agreement).
The Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, the Adviser is not
liable for any loss sustained by the adoption of any investment
policy or the purchase, sale or retention of any security and
permits the Adviser to act as investment adviser for any other
person, firm or corporation. The Trust agrees to indemnify the
Adviser to the full extent permitted under the Trust's
Declaration of Trust.
The Advisory Agreement states that it is agreed that the
Adviser shall have no responsibility or liability for the
accuracy or completeness of the Trust's Registration Statement
under the Securities Act of 1933 and the 1940 Act except for the
information supplied by the Adviser for inclusion therein.
The Advisory Agreement contains the following provisions as
to the Trust's portfolio transactions. 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, acting as agent for the
Trust, 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 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 (i) whether
a dealer has provided research services, as further discussed
below; and (ii) whether a dealer has sold shares of the Trust or
any other investment company or companies having the Adviser as
its investment adviser or having the same sub-adviser,
Administrator or principal underwriter as the Trust. 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 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.
During the Trust's fiscal year ended March 31, 1995, all of
its transactions were principal transactions and no brokerage
commissions were paid.
Information about the Adviser
The Adviser, a Hawaii corporation organized in 1898, is the
largest trust company in the state of Hawaii in terms of assets
under administration. As of July 1, 1995, the Adviser had over
$11 billion of clients' assets under administration. The Adviser
is not authorized to, and does not, carry on a banking business.
The Adviser is a wholly-owned subsidiary of Bank of Hawaii, all
of whose shares are owned by Bancorp Hawaii, Inc. ("Bancorp") and
Bank of Hawaii's directors (each of whom owns qualifying shares
as required by Hawaii law). The address of Bank of Hawaii and
Bancorp is 130 Merchant Street, Honolulu, Hawaii 96813. Bancorp
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. Bancorp files
annual and periodic reports with the Securities and Exchange
Commission which are available for public inspection.
The principal executive officer of the Adviser is Walter J.
Laskey, President and a director of the Adviser; his address is
130 Merchant Street, Honolulu, Hawaii 96813. The other directors
of the Adviser (each of whom has the same address, except as
indicated) are Douglas Philpotts, H. Howard Stephenson, retired
Chairman and Chief Executive Officer of Bancorp and of Bank of
Hawaii, Lawrence M. Johnson, Chairman and Chief Executive Officer
of Bancorp and of Bank of Hawaii, William E. Aull, retired
President and Chief Executive Officer of Hawaiian Trust Company,
Limited, 187 Dowsett Avenue, Honolulu, Hawaii 96817, Herbert M.
Richards, President and Manager of Kahua Ranch, Ltd. and K. Tim
Yee, President of The Queen Emma Foundation, 615 Piikoi Street,
Suite 701, Honolulu, Hawaii, 96814.
The Adviser, the Administrator and the Distributor have
entered into non-binding principles of cooperation, with the
approval of the Board of Trustees, relating to various matters
including an agreement to consult with each other with respect to
suggested nominations to the Board of Trustees, recognizing that
ultimate selection of nominees as "Independent Trustees" within
the meaning of the Trust's Distribution Plan is to be made by the
Independent Trustees. In addition, the Trust has entered into
separate agreements with the Adviser, the Administrator and the
Distributor under which the service providers have respectively
agreed not to serve in the same capacities for any mutual fund
with the same objectives as the Trust under the circumstances
described in these agreements.
The Adviser acts in the same capacity for the following
other investment companies with similar objectives. Their
approximate net assets as of January 5, 1996, were as follows:
CAT, approximately $334 million and USTCAT, approximately $81
million. The Adviser is currently paid a fee by each of CAT and
USTCAT at the annual rate of 0.33 of 1% and 0.27 of 1% of their
net assets up to $325 million and $60 million, respectively, and
at a rate of 0.43 and 0.33 of 1% over those amounts. The
Administrator is currently paid a fee by each of CAT and USTCAT
at the annual rate of 0.17 of 1% and 0.13 of 1% of their net
assets up to $325 million and $60 million, respectively, and at a
rate of 0.07 of 1% over those amounts.
The shareholders of the other two series of the Business
Trust, CAT and USTCAT are also being asked to approve the same
change in the advisory agreement each has with the Adviser.
Action Requested
THE BOARD OF TRUSTEES RECOMMENDS
THAT PROPOSAL NO. 2, THE PROPOSED
NEW ADVISORY AGREEMENT, BE
APPROVED.
Vote Required
The favorable vote of the holders of a majority (as defined
in the 1940 Act) of the outstanding shares of the Trust, is
required for the approval of this Proposal No. 2. Under the 1940
Act, the vote of the holders of a majority of the outstanding
shares of the Trust means the vote of the holders of the lesser
of (a) 67% or more of the shares of the Trust present at the
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 the Trust.
If the required votes are not obtained at the Meeting or any
adjourned meeting or meetings, the Board of Trustees will
consider appropriate action, which could include calling another
special meeting of shareholders.
RECEIPT OF
SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in
those rules may, under certain conditions, be included in the
Trust's proxy statement and proxy card for a particular annual
meeting. One of these conditions relates to the timely receipt by
the Trust of any such proposal. Under these rules, proposals
submitted for inclusion in the proxy material for the Trust's
next annual meeting after the meeting to which this Proxy
Statement relates must be received by the Trust not less than 120
days before the anniversary of the date stated in this Proxy
Statement for the first mailing of this Proxy Statement. The date
for such submission could change, depending on the scheduled date
for the next annual meeting; if so, the Trust will so advise you.
The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Trust does not know of any other matter which will come
up for action at the Meeting. If any other matter or matters
properly come up for action at the Meeting, including any
adjournment of the Meeting, the proxy holders will vote the
shares which the proxy cards entitle them to vote in accordance
with their judgment on such matter or matters. That is, by
signing and returning your proxy card, you give the proxy holders
discretionary authority as to any such matter or matters.
EXHIBIT A
TOTAL NUMBER OF SHARES OUTSTANDING TOGETHER WITH THE HOLDINGS OF
SHAREHOLDERS WITH MORE THAN 5% OF THE OUTSTANDING SHARES OF THE
BUSINESS TRUST AS A WHOLE AND OF EACH OF ITS THREE PORTFOLIOS AS
OF JANUARY 5, 1996
============
Pacific Capital
Business Trust: Cash Assets Trust
Shares owned Shares owned
and % of and % of
Name and Address total shares total shares
Hawaiian Trust
Company, Limited,
Financial Plaza
of the Pacific,
Honolulu, 286,057,920 151,472,568
Hawaii (50.6%) (45.4%)
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis, 208,424,312 159,758,611
Missouri (36.9%) (47.9%)
BHC Securities Inc.,
2005 Market St.,
Philadelphia, 50,760,865 21,615,745
Pennsylvania (9.0%) (6.5%)
First Fidelity
Bank, N.A.,
765 Broad St.,
Newark, 15,547,174 None
New Jersey *
TOTAL SHARES
OUTSTANDING 565,525,279 333,566,618
Pacific Capital Pacific Capital
Tax-Free Cash U.S. Treasuries
Assets Trust: Cash Assets Trust
Shares owned Shares owned
and % of and % of
Name and Address total shares total shares
Hawaiian Trust
Company, Limited
Financial Plaza
of the Pacific
Honolulu, 74,588,075 59,997,276
Hawaii (49.3%) (74.5%)
Mercantile
Bank, N.A.,
P.O. Box 387
St. Louis, 38,575,401 10,090,300
Missouri (25.5%) (12.5%)
BHC Securities, Inc.,
2005 Market St.,
Philadelphia, 18,743,894 10,401,226
Pennsylvania (12.4%) (12.9%)
First Fidelity
Bank, N.A.,
765 Broad St.,
Newark, 15,547,174 none
New Jersey (10.3%)
TOTAL SHARES
OUTSTANDING 151,390,124 80,568,537
<FN>
* N/A -- Less than 5% of the portfolio
</FN>
PACIFIC CAPITAL
TAX-FREE CASH ASSETS TRUST
PROXY FOR SHAREHOLDERS MEETING MARCH 22, 1996
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of TAX-FREE CASH ASSETS TRUST
(the "Trust") does hereby appoint LACY B. HERRMANN and EDWARD M.
W. HINES, or either of them, as attorneys and proxies of the
undersigned, with full power of substitution, to attend the
Annual Meeting of Shareholders of Cash Assets Trust, of which the
Trust is a portfolio, to be held on March 22, 1996 at the offices
of the Trust, 380 Madison Avenue, New York, NY 10017 at 10:00
a.m. local time, and at all adjournments thereof, and thereat to
vote the shares held in the name of the undersigned on the record
date for said meeting on the matters listed below.
Please mark your proxy, date and sign it below and return it
promptly in the accompanying envelope which requires no postage
if mailed in the United States.
Management recommends a vote FOR all nominees listed below
and FOR the proposals listed below. The shares represented
hereby will be voted as indicated below or FOR if no choice is
indicated.
As to any other matter said attorneys shall vote in
accordance with their best judgment.
Election of Trustees---.
__
[__] FOR all nominees listed below
__
[__] VOTE WITHHELD for all nominees listed
below
(Instructions: To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee
or the names of such nominees in the list below.)
LACY B. HERRMANN; VERNON R. ALDEN; ARTHUR K. CARLSON;
WILLIAM M. COLE; THOMAS W. COURTNEY; RICHARD W. GUSHMAN, II;
STANLEY W. HONG; THEODORE T. MASON; RUSSELL K. OKATA;
DOUGLAS PHILPOTTS; OSWALD K. STENDER;
Ratification of selection of KPMG Peat Marwick
LLP as independent auditors
__ __ __
(Proposal No. 1) FOR [__] AGAINST [__] ABSTAIN [__]
Action on new advisory agreement
to authorize payment of fees to
Trustees who are Directors of the Adviser;
__ __ __
(Proposal No. 2) FOR [__] AGAINST [__] ABSTAIN [__]
Dated: ____________ ______, 1996
Month Day
__________________________________
SIGNATURE(S)
__________________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as a custodian, attorney, executor, administrator, trustee,
guardian, etc., please sign your full title as such. Joint
owners should each sign.