Important Notice
Please Read Immediately
Hawaiian Tax-Free Trust
380 Madison Avenue, Suite 2300, New York, N Y 10017
Notice of Annual Meeting of
Shareholders to be held
on September 17, 2001
To Shareholders of the Trust:
The purpose of this Notice is to advise you that an Annual Meeting of the
Shareholders of Hawaiian Tax-Free Trust (the "Trust") will be held:
Place: (a) at the Ala Moana Hotel, Hibiscus Ballroom,
10 Atkinson Drive, Honolulu, Hawaii;
Time: (b) on September 17, 2001
at 10:00 a.m. local time;
Purposes: (c) for the following purposes:
(i) to elect nine 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
(Proposal No. 1);
(ii) to ratify (that is, to approve) or reject the selection
of KPMG LLP as the Trust's independent auditors for the
fiscal year ending March 31, 2002 (Proposal No. 2);
(iii) to act upon any other matters which may properly come
before the Meeting at the scheduled time and place or any
adjourned meeting or meetings.
Who Can
Vote What
Shares: (d) To vote at the Meeting, you must have been a
shareholder on the Trust's records at the close of
business on June 22, 2001 (the "record date"). Also,
the number of shares of each of the Trust's
outstanding classes of shares that you held at that
time and the respective net asset values of each
class of shares at that time determine the number of
votes you may cast at the Meeting (or any adjourned
meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
August 1, 2001
Please Note:
If you do not expect to attend the Meeting, please vote by indicating
instructions in any of three ways: by telephone, by the Internet or by
completing the enclosed proxy card and returning it in the accompanying stamped
envelope. To avoid unnecessary expense to the Trust, we request your cooperation
in voting no matter how large or small your holding may be.
Hawaiian Tax-Free Trust
380 Madison Avenue, Suite 2300, New York, New York 10017
Proxy Statement
Introduction
The purpose of the Notice (the first two pages of this document) is to
advise you of the time, place and purposes of an Annual Meeting of the
Shareholders of Hawaiian Tax-Free 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 in voting.
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 800-437-1020 toll-free or 212-697-6666.
The Trust's founder 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. Asset Management Group of
Bank of Hawaii, Financial Plaza of the Pacific, P.O. Box 3170, Honolulu, Hawaii
96802 is the Trust's Investment Adviser.
This Notice and Proxy Statement are first being mailed on or about
August 1, 2001.
You should read this Proxy Statement prior to voting. Then, you may
vote in one of three ways:
Proxy Card
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 following the instructions on the
proxy card.
As to the other matter listed on the proxy card, you may direct the
proxy holders to vote your shares on this proposal by marking the appropriate
box "For" or "Against" or instruct them not to vote your shares on the proposal
by marking the "Abstain" box. If you return your signed proxy card and do not
mark a box on the proposal, the proxy holders will vote your shares for that
proposal.
Telephone Voting
To vote your shares by telephone, call the toll free number on your
proxy card. You will be prompted to enter the control number on your proxy card.
Follow the recorded instructions using your proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet Voting
To vote your shares by the Internet, please contact the Trust at the
Internet address shown on your proxy card. You will be prompted to enter the
control number on your proxy card. Follow the instructions on the screen, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
General Information
You may end the power of the proxy holders to vote your shares 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); (iii) voting your shares
at the meeting in person or by your duly appointed agent; or (iv) calling the
toll free number provided above or contacting the Trust's Internet address
described above, entering your control number and revoking your previous vote.
Shares held by brokers in "street name" and not voted or marked as
abstentions will not be counted for purposes of determining a quorum or voted on
any matter.
The Trust is sending you this Notice and Proxy Statement in connection
with the solicitation by its Trustees of 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. Whenever it is stated in this Proxy
Statement that a matter is to be acted on at the Meeting, this means the Meeting
held at the scheduled time or any adjourned meeting or meetings.
The 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 their shares.
The Trust will pay these firms their out-of-pocket expenses for doing so.
On the record date, the Trust had three classes of shares outstanding.
All shareholders of the Trust are entitled to vote at the meeting. Each
shareholder on the record date is entitled to one vote for each dollar (and a
proportionate fractional vote for each fraction of a dollar) of net asset value
(determined as of the record date) represented by full and fractional shares of
any class held on the record date. On the record date, the net asset value per
share of each of the Trust's outstanding classes of shares was as follows: Class
A Shares, $11.34; Class C Shares, $11.34; and Class Y Shares, $11.36. The
meeting is expected to act only upon matters that affect the Trust as a whole:
the election of Trustees and the action on the selection of independent auditors
(Proposal No. 2). On matters that affect the Trust as a whole, all shareholders
of the Trust, including the shareholders of all classes of shares of the Trust,
are entitled to vote at the meeting.
On the record date, the total number of shares outstanding for each
class of shares was as follows: Class A Shares, 52,681,000; Class C Shares,
1,512,981; and Class Y Shares, 943,002.
On the record date, the following holders held 5% or more of the Trust's
outstanding shares. On the basis of information received from the institutional
holders the Trust's management believes that all of the shares indicated are
held by them for the benefit of clients
Name and address Number Percent
of the holder of of shares of class
record
Institutional 5% shareholders
Merrill Lynch Pierce
Fenner & Smith, Inc. 5,699,466 Class A Shares 10.8%
4800 Deer Lake Drive 377,309 Class C Shares 24.9%
Jacksonville, FL 32246 303,131 Class Y Shares 32.2%
Fiserv Securities Inc.
2005 Market Street
STE 1200
Philadelphia,
PA 19103 4,561,995 Class A Shares 8.7%
Additional 5% shareholders
Martha N. Steele,
Trustee of the Martha
San Nicholas Steele
Declaration of Trust
2525 Pali Hwy.
Honolulu,
HI 96817 142,897 Class Y Shares 15.2%
L.T. Miccio,
Trustee
1314 Kalakaua Ave.
Honolulu, HI 96826 69,081 Class Y Shares(1) 7.4%
Pacific Century Trust
as Agent
P.O. Box 1930
Honolulu, HI 96805 90,331 Class Y Shares 9.6%
Linda S. Kano, Trustee
575 Cooke St.
Honolulu, HI 96813 82,133 Class Y Shares 8.7%
(1) Includes 28,314 shares held in another trust with another trustee.
The Trust's management is not aware of any other person beneficially owning more
than 5% of any class of its outstanding shares as of such date.
Election of Trustees
(Proposal No. 1)
At the Meeting, nine Trustees are to be elected. 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 vote your shares in the
election of Trustees.
All of the nominees are presently Trustees and were elected by the
shareholders in September , 2000. The Trustees and officers as a group own less
than 1% of the outstanding shares of the Trust. Each of the Trustees holds the
same positions with the Pacific Capital Funds of Cash Assets Trust: Pacific
Capital Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust, and
Pacific Capital U.S. Government Securities Cash Assets Trust, money-market fund
portfolios having the same Adviser and Administrator as the Trust. Mr. Herrmann
is an interested person of the Trust as that term is defined in the Investment
Company Act of 1940 (the "1940 Act") as an officer of the Trust and a director,
officer and shareholder of the Administrator and 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. (See "Other Information," below
for a description of certain agreements among them and the Trust, including
provisions about persons suggested by them to be Trustees.)
In the following material Hawaiian Tax-Free Trust, Tax-Free Trust of
Arizona, Tax-Free Trust of Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free
Fund of Kentucky, Narragansett Insured Tax-Free Income Fund and Tax-Free Fund
For Utah, each of which is a tax-free municipal bond fund, are called the
"Aquila Bond Funds"; Pacific Capital Cash Assets Trust, Capital Cash Management
Trust, Capital Cash U.S. Government Securities Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; and Aquila Cascadia Equity Fund and Aquila Rocky Mountain Equity Fund
are called the "Aquila Equity Funds."
The following material includes the name, positions with the Trust,
address, age as of the record date and business experience during at least the
past five years of each nominee and each officer of the Trust. All shares listed
as owned by the Trustees are Class A Shares unless indicated otherwise.
Name, Position Business Experience
with the Trust,
Address, Age,
Shares owned
Lacy B. Herrmann* Founder and Chairman of the Board of Aquila
Chairman of the Management Corporation, the sponsoring
Board of Trustees organization and Manager or Administrator
380 Madison Avenue and/or Adviser or Sub-Adviser to the
New York, NY Aquila Money-Market Funds, the Aquila Bond
10017 Funds and the Aquila Equity Funds,
Age: 72 and Founder, Chairman of the Board of Trustees
Shares Owned: 1,404(1) and (currently or until 1998) President of each
since its establishment, beginning
in 1984; Director of Aquila
Distributors, Inc., distributor of
the above funds, since 1981 and
formerly Vice President or
Secretary, 1981-1998; President and
a Director of STCM Management
Company, Inc., sponsor and
sub-adviser to Capital Cash
Management Trust; Founder and
Chairman of several other
money-market funds; Director or
Trustee of OCC Cash Reserves, Inc.
and Quest For Value Accumulation
Trust, and Director or Trustee of
Oppenheimer Quest Value Fund, Inc.,
Oppenheimer Quest Global Value Fund,
Inc. and Oppenheimer Rochester Group
of Funds, each of which is an
open-end investment company; Trustee
of Brown University, 1990-1996 and
currently Trustee Emeritus; actively
involved for many years in
leadership roles with university,
school and charitable organizations.
(1) Includes 571 shares held of record by his wife and 958 shares held by Aquila
Management Corporation.
William M. Cole President of Cole International,
Trustee Inc., financial and shipping consultants,
852 Ramapo Way since 1974; President of Cole Associates,
Westfield, NJ shopping center and real estate developers,
07090 1974-1976; President of Seatrain Lines,
Age: 70 Inc., 1970-1974; former General Partner of
Shares owned: 85 Jones & Thompson, international shipping
brokers; Trustee of Pacific Capital
Cash Assets Trust since 1984, of
Hawaiian Tax-Free Trust since 1985,
of Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital
U.S. Government Securities Cash
Assets Trust since 1988 and of
Tax-Free Fund of Colorado,
1987-2000; Chairman of Cole Group, a
financial consulting and real estate
firm, since 1985.
Thomas W. Courtney President of Courtney Associates, Inc.,
Trustee a venture capital firm, since 1988; General
P.O. Box 580 Partner of Trivest Venture Fund, 1983-1988;
Sewickley, PA 15143 President of Federated Investment Counseling
Age: 67 Inc., 1975-1982; formerly a Director of the
Shares owned: 1,947 Financial Analysts Federation; Trustee of
Hawaiian Tax-Free Trust and Pacific
Capital Cash Assets Trust since
1984, of Tax-Free Trust of Arizona
since 1986 and of Pacific Capital
Tax-Free Cash Assets Trust and
Pacific Capital U.S. Government
Securities Cash Assets Trust since
1988; Trustee of numerous
Oppenheimer Capital and Oppenheimer
Management Funds.
Richard W. Gushman, II President and Chief Executive Officer of OKOA,
Trustee Inc., a private Hawaii corporation involved in
700 Bishop Street real estate, since 1972; Trustee of The
Suite 200 Estate of James Campbell since 2000, of Hawaiian
Honolulu, Tax-Free Trust since 1992 and of Pacific
HI 96813 Capital Cash Assets Trust, Pacific Capital
Age: 55 Tax-Free Cash Assets Trust and Pacific Capital
Shares Owned: 762 U.S. Government Securities Cash Assets Trust
since 1993; Trustee of Pacific
Capital Funds, which includes bond
and stock funds, since 1993; Trustee
of the University of Hawaii
Foundation since 1997, and of Hawaii
Pacific University since 1997;
Director of Outrigger Hotels since
2000, of Servco Inc., a diversified
company with interests including
distribution and retail sales of
automobiles, office equipment,
consumer appliances and educational
materials since 1998, of Oceanic
Cablevision, Inc. since 1996, of
United Way of America since 1998, of
Aloha United Way since 1984, and of
Boys and Girls Club of Honolulu
since 1981.
Stanley W. Hong President and Chief Executive Officer
Trustee of The Chamber of Commerce of Hawaii since
4976 Poola Street 1996; business consultant since 1994; Senior
Honolulu, Hawaii 96821 Vice President of McCormack Properties, Ltd.,
Age: 65 1993-1994; President and Chief Executive of the
Shares owned: 1,197(2) Hawaii Visitors Bureau, 1984-1993; Vice
President, General Counsel and
Corporate Secretary of Theo, Davies
& 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
and of Pacific Capital Cash Assets
Trust, Pacific Capital Tax-Free
Cash Assets Trust and Pacific
Capital U.S. Government Securities
Cash Assets Trust since 1993;
Trustee of Pacific Capital Funds,
which includes bond and stock
funds, since 1993; Director of
Central Pacific Bank since 1985 and
of Hawaii Public Television
Foundation since 1998; Trustee of
The King William Charles Lunalilo
Trust Estate since 2001 and of
Nature Conservancy of Hawaii since
1990; Regent of Chaminade
University of Honolulu since 1990.
(2) Held of record by his wife.
Theodore T. Mason Executive Director of Louisiana
Trustee Power Partners, LLC since 1999
26 Circle Drive, and of East Wind Power Partners
Hastings-on-Hudson, since 1994; First Vice President
NY 10706 of the Alumni Association of SUNY
Age: 65 Maritime College (Second Vice President,
Shares Owned: 917 1998-2000) and Director of the same
organization since 1997; 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 Capital
Cash Management Trust 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
(which is inactive) since 1982;
Trustee of Short Term Asset
Reserves, 1984-1986 and 1989-1996,
of Hawaiian Tax-Free Trust and
Pacific Capital Cash Assets Trust
since 1984, of Churchill Cash
Reserves Trust since 1985, of
Pacific Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S.
Government Securities Cash Assets
Trust since 1988 and of Churchill
Tax-Free Fund of Kentucky since
1992; Trustee of OCC Accumulation
Trust and the OCC Cash Reserves,
Inc. since 1999; Director of The
Maritime Industry Museum at Fort
Schuyler and of the Maritime College
at Fort Schuyler Foundation, Inc.
since 2000; 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 Executive Director, Hawaii Government
Trustee Employees Association AFSCME Local 152,
888 Miliani Street AFL-CIO since 1981; Trustee of Hawaiian
Suite 601, Tax-Free Trust since 1992 and of
Honolulu, HI Pacific Capital Cash Assets Trust, Pacific
96813-2991 Capital Tax-Free Cash Assets Trust and Pacific
Age: 57 Capital U.S. Government Securities Cash Assets
Shares owned: 689(3) Trust since 1993; Trustee of Pacific Capital
Funds, which includes bond and stock
funds, since 1993; Chairman of the
Royal State Insurance Group since
1988; Trustee of the Blood Bank of
Hawaii since 1975 (Chair 1982-1984);
International Vice President of the
American Federation of State, County
and Municipal Employees, AFL-CIO
since 1981; Director of the
Rehabilitation Hospital of the
Pacific since 1981; Trustee of the
Public Schools of Hawaii Foundation
since 1986; Member of the Judicial
Council of Hawaii since 1987; and
1997 chair of the Hawaii Community
Foundation.
(3) Held of record jointly with his wife.
Douglas Philpotts* Retired; Director of Hawaiian Trust
Trustee Company, Limited 1986-1997; Chairman
55 Dowseth Avenue of the Board, 1992-1994 and President,
Honolulu, HI 96817 1986-1992; Director of Victoria Ward,
Age: 69 Limited since 1973; Trustee of Pacific Capital
Shares owned: 1,095(4) Cash Assets Trust, Pacific Capital Tax-Free
Cash Assets Trust, Pacific Capital
U.S. Government Securities Cash
Assets Trust and Hawaiian Tax-Free
Trust since 1992; Trustee of
Pacific Capital Funds, which
includes bond and stock funds,
since 1993; Trustee of the Strong
Foundation since 1972; present or
former director or trustee of a
number of civic and charitable
organizations in Hawaii.
(4) Held as trustee of a personal trust.
Oswald K. Stender Director of Hawaiian Electric Industries,
Trustee Inc., a public utility holding company, since
711 Kapiolani Blvd. 1993; Trustee of the Bernice Pauahi Bishop
Honolulu, HI Estate 1990-1999; Senior Advisor to the
96813 Trustees of The Estate of James Campbell,
Age:69 1987-1989 and Chief Executive Officer, 1976-
Shares owned: 604 1988; Trustee, Office of Hawaiian Affairs since
2000; Director of several housing and real
estate associations; Director,
member or trustee of several
community organizations; Trustee of
Hawaiian Tax-Free Trust since 1992
and of Pacific Capital Cash Assets
Trust, Pacific Capital Tax-Free
Cash Assets Trust and Pacific
Capital U.S. Government Securities
Cash Assets Trust since 1993;
Trustee of Pacific Capital Funds,
which includes bond and stock
funds, since 1993.
Diana P. Herrmann President and Chief Operating Officer of
President the Administrator since 1997, a
380 Madison Director since 1984, Secretary since 1986
Avenue and previously its Executive Vice
New York, President, Senior Vice President
NY 10017 or Vice President, 1986-1997;
Age: 43 President of various Aquila Bond and
Money-Market Funds since 1998; Assistant
Vice President, Vice President,
Senior Vice President or Executive
Vice President of Aquila
Money-Market, Bond and Equity Funds
since 1986; Trustee of a number of
Aquila Money-Market, Bond and Equity
Funds since 1995; Trustee of Reserve
Money-Market Funds, 1999-2000 and of
Reserve Private Equity Series,
1998-2000; Assistant Vice President
and formerly Loan Officer of
European American Bank, 1981-1986;
daughter of the Trust's Chairman;
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.
Sherri Foster Senior Vice President of Hawaiian
Senior Vice Tax-Free Trust since 1993, Vice President,
President 1988-1992 and Assistant Vice President,
100 Ridge Road 1985-1988; Vice President of Pacific Capital
Suite 1813-15 Cash Assets Trust, Pacific Capital Tax-Free
Lahaina, HI 96761 Cash Assets Trust and Pacific Capital U.S.
Age: 50 Government Securities Cash Assets Trust since 1997
Assistant Vice President of Pacific
Capital Cash Assets Trust since 1985
and of Pacific Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S.
Government Securities Cash Assets
Trust since 1988; Vice President of
Aquila Cascadia Equity Fund since
1998; Registered Representative of
the Distributor since 1985;
Realtor-Associate of Tom Soeten
Realty; Sherian Bender Realty,
successor to John Wilson
Enterprises, 1983-1998; Executive
Secretary of the Hyatt Regency,
Maui, 1981-1983; member, Financial
Planning Association of Hawaii and
various associations of realtors.
Stephen J. Caridi Vice President of the Distributor since
Vice 1995, Assistant Vice President 1988-1995,
President Marketing Associate, 1986-1988; Vice
380 Madison President of Hawaiian Tax-Free Trust
Avenue since 1998; Senior Vice President of
New York, Narragansett Insured Tax-Free Income Fund since
NY 10017 1998, Vice President since 1996; Assistant Vice
Age: 40 President of Tax-Free Fund For Utah since 1993;
Mutual Funds Coordinator of
Prudential Bache Securities,
1984-1986; Account Representative of
Astoria Federal Savings and Loan
Association, 1979-1984.
Rose F. Marotta Chief Financial Officer of the Aquila
Chief Financial Officer Money-Market, Bond and Equity Funds
380 Madison Avenue since 1991 and Treasurer, 1981-1991;
New York, NY formerly Treasurer of the predecessor of
10017 Capital Cash Management Trust; Treasurer
Age: 77 and Director of STCM Management Company,
Inc., since 1974; Chief Financial Officer
of the Administrator since 1984 and of
the Distributor, 1985-2000.
Joseph P. DiMaggio Treasurer of the Aquila Money-Market,
Treasurer Bond and Equity Funds; Treasurer of Aquila
380 Madison Avenue Distributors, Inc. since 2000; Controller of
New York, NY 10017 Van Eck Global Funds, 1993-2000; Mutual
Age: 44 Fund Accounting Manager of Alliance
Capital Management L.P., 1985-1993.
Lori A Vindigni Assistant Vice President of Aquila Management
Assistant Treasurer Corporation since 1998, formerly Fund
380 Madison Avenue Accountant for the Aquila Group of Investment
New York, NY Companies since 1995; Staff Officer and Fund
10017 Accountant of Citibank Global Asset Management
Age: 34 Group of Investment Companies, 1994-1995; Fund
Accounting Supervisor of Dean Witter Group of
Investment Companies, 1990-1994.
Edward M. W. Hines Partner of Hollyer Brady Smith & Hines LLP,
Secretary attorneys, since 1989 and counsel,
551 Fifth Avenue 1987-1989; Secretary of the Aquila
New York, NY Money-Market, Bond and Equity Funds since 1982;
10176 Secretary of Trinity Liquid Assets Trust, 1982-
Age: 61 1985 and Trustee of that Trust, 1985-1986;
Secretary of Oxford Cash Management Fund, 1982-
1988.
Robert W. Anderson Compliance Officer of Aquila Management
Assistant Secretary Corporation since 1998 and Assistant Secretary
380 Madison Avenue, of the Aquila Money-Market Funds and the Aquila
New York, NY 10017 Bond and Equity Funds since 2000; Consultant,
Age: 60 The Wadsworth Group, 1995-1998; Executive Vice
President of Sheffield Management
Company (investment adviser and
distributor of a mutual fund group),
1986-1995.
John M. Herndon Assistant Secretary of the Aquila Money-
Assistant Secretary Market, Bond and Equity Funds since 1995
380 Madison Avenue and Vice President of the Aquila Money-
New York, NY Market Funds since 1990; Vice President of
10017 the Administrator since 1990; Investment
Age: 61 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.
The Trust does not currently pay fees to any of the Trust's officers or to
Trustees affiliated with the Adviser or Administrator. For its fiscal year ended
March 31, 2001, the Trust paid a total of $175,553 in compensation and
reimbursement of expenses to the Trustees. No other compensation or remuneration
of any type, direct or contingent, was paid by the Trust to its Trustees.
The Trust is one of the 14 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money-market funds and equity funds.
The following table lists the compensation of all nominees for Trustee who
received compensation from the Trust or from other funds in the Aquilasm Group
of Funds during the Trust's fiscal year. None of such Trustees has any pension
or retirement benefits from the Trust or any of the other funds in the Aquila
group.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Trust Group of Funds now serves
William M. Cole $14,250 $41,450 4
Theodore T. Mason $15,300 $54,050 7
Thomas W.
Courtney $15,300 $52,700 5
Richard W.
Gushman $15,600 $43,800 4
Stanley W. Hong $14,600 $41,800 4
Russell K. Okata $14,600 $41,800 4
Douglas Philpotts $13,100 $35,800 4
Oswald Stender $15,300 $42,500 4
Certain Trustees are also trustees of the funds in the Pacific Capital
Group of Funds for which the Adviser is also investment adviser. For the same
period, these funds paid the following Trustees the amounts listed: Mr. Gushman,
$26,000; Mr. Hong, $26,000; Mr. Okata, $26,000; Mr. Philpotts, $25,500; and Mr.
Stender, $26,000.
Class A Shares may be purchased without a sales charge by certain of
the Trust's Trustees and officers.
The Trust's Administrator is Manager or Administrator to the Aquilasm
Group of Trusts, which consists of tax-free municipal bond funds, money-market
funds and equity funds. As of June 30, 2001 these funds had aggregate assets of
approximately $3.2 billion, of which approximately $1.9 billion consisted of
assets of the tax-free municipal bond funds. The Administrator is controlled by
Mr. Lacy B. Herrmann, through share ownership directly, through a trust and by
his wife. During the fiscal year ended March 31, 2001 the Trust paid $1,538,034
in fees to the Administrator.
During the fiscal year ended March 31, 2001, $1,147,766 was paid under
Part I of the Trust's Distribution Plan to Qualified Recipients with respect to
Class A Shares, of which $62,442 was retained by the Distributor. With respect
to Class C Shares, during the same period $99,069 was paid under Part II of the
Plan and $33,023 was paid under the Shareholder Services Plan. Of these total
payments of $132,092, the Distributor received $58,146. All of such payments
were for compensation.
The Distributor currently handles the distribution of the shares of
fourteen funds (five money-market funds, seven tax-free municipal bond funds and
two equity funds), 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. The shares of
the Distributor are owned 24% by Diana P. Herrmann, 72% by Mr. Herrmann and
other members of his immediate family, and the balance by current employees of
Aquila Management Corporation.
Other Information on Trustees
The Trustees have appointed a standing Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not "interested
persons" of the Trust, as that term is defined in the 1940 Act. The Committee
(i) recommends to the Board of Trustees what firm of independent auditors will
be selected by the Board of Trustees (subject to shareholder ratification); (ii)
reviews the methods, scope and result of audits and the fees charged; and (iii)
reviews the adequacy of the Trust's internal accounting procedures and controls.
The Committee held one meeting during the Trust's last fiscal year. The Board of
Trustees does not have a nominating committee. During the Trust's last fiscal
year, the Board of Trustees held four meetings. Each Trustee was 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. 2)
KPMG 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, 2002 Such selection is submitted to the shareholders for
ratification or rejection.
The Trust paid the following fees to KPMG LLP during the fiscal year
ended March 31, 2001:
Audit Fees $14,800
Financial Information
Systems Design and Implementation 0
All Other Fees $6,250
(Fees for preparation
of the Trust's tax
returns and tax-related memoranda.)
KPMG LLP did not perform any services during the fiscal year for the
Trust's investment adviser or any entity controlling, controlled by or under
common control with the investment adviser that provides services to the Trust.
The Audit Committee of the Trust's Board of Trustees, which consists of
all of the independent Trustees, has reviewed all services performed and fees
charged by KPMG LLP and has accepted that firm's representation that it is
independent in recommending re-appointment of KPMG LLP for the fiscal year
ending March 31, 2002.
The firm has no direct or indirect financial interest in the Trust, the
Trust's Administrator or the Trust's Adviser. It is expected that
representatives of the firm will not be present at the meeting but will be
available should any matter arise requiring their presence.
Receipt of
Shareholder Proposals
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under certain
conditions, be included in the Trust's proxy statement and proxy card for a
particular annual meeting. One of these conditions relates to the timely receipt
by the Trust of any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting after the
meeting to which this Proxy Statement relates must be received by the Trust not
less than 120 days before the anniversary of the date stated 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 your proxy card, telephone or Internet vote
entitles them to vote, in accordance with their judgment on such matter or
matters, except as noted. That is, by signing and returning your proxy card or
by voting by telephone or the Internet, you give the proxy holders discretionary
authority as to any such matter or matters.
Important Notice
Please Read Immediately
Hawaiian Tax-Free Trust
Notice of Annual Meeting of Shareholders
to be held on September 17, 2001
PROXY STATEMENT
HAWAIIAN TAX-FREE TRUST
Class A
Proxy for Shareholders Meeting September 17, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of HAWAIIAN TAX-FREE TRUST (the "Trust") does
hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN and EDWARD M. W. HINES, or
any of them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Trust to be
held on Monday, September 17, 2001 at the Ala Moana Hotel, Hibiscus Ballroom,
410 Atkinson Drive, Honolulu, Hawaii; 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.
Such shares are entitled to one vote for every dollar of net asset value
represented by the share balance printed below.
Please read the proxy statement prior to voting.
Annual Meeting Attendance We encourage you to attend the Annual Meeting of
Shareholders. If you can join us, please so indicate on the proxy card or e-mail
us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on this proxy card. Follow
the simple recorded instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet Voting
To vote your shares by the Internet, contact the Trust at
www.proxyvote.com You will be prompted to enter the 12-digit control number on
this proxy card. Follow the simple instructions at the website, using your proxy
card as a guide. If you vote by the Internet, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
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.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -----------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
HAWAIIAN TAX-FREE TRUST CLASS A
For address changes and/or comments, please check this box and write
them on the back where indicated.
[ ]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. Election of Trustees
1) Lacy B. Herrmann*; 2) William M. Cole; 3) Thomas W. Courtney; 4) Richard
W. Gushman, II; 5) Stanley W. Hong; 6) Theodore T. Mason; 7) Russell K.
Okata; 8) Douglas Philpotts*; 9) Oswald K. Stender
* interested Trustees
--
[__] For all
--
[__] Withhold all
--
[__] For all except
To withhold authority to vote for one or more (but not all) nominees, mark "For
all except" and write the nominee number(s) and/ or name(s) on the line below.
- ----------------
[bolded in printed form]
Management recommends a vote For all nominees listed above and For the proposal
listed below. The shares represented hereby will be voted as indicated below or
For if no choice is indicated
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with their
best judgment.
Please indicate if you plan to attend one of the Shareholder Meetings. If you
mark one of the boxes below, you must return the proxy card by mail to have this
information recorded.
H. I plan to attend the annual meeting in Honolulu[__]
M. I plan to attend the outreach meeting in Maui[__]
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.
_________________________________Date_________
Signature
[Please sign within box]
_________________________________Date__________
Signature
(Joint Owners)
HAWAIIAN TAX-FREE TRUST
Class C
Proxy for Shareholders Meeting September 17, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of HAWAIIAN TAX-FREE TRUST (the "Trust") does
hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN and EDWARD M. W. HINES, or
any of them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Trust to be
held on Monday, September 17, 2001 at the Ala Moana Hotel, Hibiscus Ballroom,
410 Atkinson Drive, Honolulu, Hawaii; 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.
Such shares are entitled to one vote for every dollar of net asset value
represented by the share balance printed below.
Please read the proxy statement prior to voting.
Annual Meeting Attendance We encourage you to attend the Annual Meeting of
Shareholders. If you can join us, please so indicate on the proxy card or e-mail
us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on this proxy card. Follow
the simple recorded instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet Voting
To vote your shares by the Internet, contact the Trust at
www.proxyvote.com You will be prompted to enter the 12-digit control number on
this proxy card. Follow the simple instructions at the website, using your proxy
card as a guide. If you vote by the Internet, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
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.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -----------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
HAWAIIAN TAX-FREE TRUST CLASS C
For address changes and/or comments, please check this box and write
them on the back where indicated.
[ ]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. Election of Trustees
1) Lacy B. Herrmann*; 2) William M. Cole; 3) Thomas W. Courtney; 4) Richard
W. Gushman, II; 5) Stanley W. Hong; 6) Theodore T. Mason; 7) Russell K.
Okata; 8) Douglas Philpotts*; 9) Oswald K. Stender
* interested Trustees
--
[__] For all
--
[__] Withhold all
--
[__] For all except
To withhold authority to vote for one or more (but not all) nominees, mark "For
all except" and write the nominee number(s) and/ or name(s) on the line below.
- ----------------
[bolded in printed form]
Management recommends a vote For all nominees listed above and For the proposal
listed below. The shares represented hereby will be voted as indicated below or
For if no choice is indicated
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with their
best judgment.
Please indicate if you plan to attend one of the Shareholder Meetings. If you
mark one of the boxes below, you must return the proxy card by mail to have this
information recorded.
H. I plan to attend the annual meeting in Honolulu[__]
M. I plan to attend the outreach meeting in Maui[__]
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.
_________________________________Date_________
Signature
[Please sign within box]
_________________________________Date__________
Signature
(Joint Owners)
HAWAIIAN TAX-FREE TRUST
Class Y
Proxy for Shareholders Meeting September 17, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of HAWAIIAN TAX-FREE TRUST (the "Trust") does
hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN and EDWARD M. W. HINES, or
any of them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Trust to be
held on Monday, September 17, 2001 at the Ala Moana Hotel, Hibiscus Ballroom,
410 Atkinson Drive, Honolulu, Hawaii; 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.
Such shares are entitled to one vote for every dollar of net asset value
represented by the share balance printed below.
Please read the proxy statement prior to voting.
Annual Meeting Attendance We encourage you to attend the Annual Meeting of
Shareholders. If you can join us, please so indicate on the proxy card or e-mail
us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on this proxy card. Follow
the simple recorded instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet Voting
To vote your shares by the Internet, contact the Trust at
www.proxyvote.com You will be prompted to enter the 12-digit control number on
this proxy card. Follow the simple instructions at the website, using your proxy
card as a guide. If you vote by the Internet, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
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.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -----------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
HAWAIIAN TAX-FREE TRUST CLASS Y
For address changes and/or comments, please check this box and write
them on the back where indicated.
[ ]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. Election of Trustees
1) Lacy B. Herrmann*; 2) William M. Cole; 3) Thomas W. Courtney; 4) Richard
W. Gushman, II; 5) Stanley W. Hong; 6) Theodore T. Mason; 7) Russell K.
Okata; 8) Douglas Philpotts*; 9) Oswald K. Stender
* interested Trustees
--
[__] For all
--
[__] Withhold all
--
[__] For all except
To withhold authority to vote for one or more (but not all) nominees, mark "For
all except" and write the nominee number(s) and/ or name(s) on the line below.
- ----------------
[bolded in printed form]
Management recommends a vote For all nominees listed above and For the proposal
listed below. The shares represented hereby will be voted as indicated below or
For if no choice is indicated
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with their
best judgment.
Please indicate if you plan to attend one of the Shareholder Meetings. If you
mark one of the boxes below, you must return the proxy card by mail to have this
information recorded.
H. I plan to attend the annual meeting in Honolulu[__]
M. I plan to attend the outreach meeting in Maui[__]
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.
_________________________________Date_________
Signature
[Please sign within box]
_________________________________Date__________
Signature
(Joint Owners)