File Nos. 2-92583 & 811-4084
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
HAWAIIAN TAX-FREE TRUST
(Exact Name of Registrant as Specified in Charter)
380 Madison Avenue, Suite 2300
New York, New York 10017
(Address of Principal Executive Offices)
(212) 697-6666
(Registrant's Telephone Number)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
Important Notice
Please Read Immediately
Hawaiian Tax-Free Trust
380 Madison Avenue, Suite 2300, New York, New York 10017
Notice of Annual Meeting of
Shareholders to Be Held
on September 24, 2009
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,
410 Atkinson Drive, Honolulu, Hawaii;
Time: (b) on Thursday, September 24, 2009
at 10:00 a.m. Hawaiian Standard Time;
Purposes: (c) for the following purposes:
(i) to elect eight 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 Tait, Weller & Baker LLP as the Trust's independent
registered public accounting firm for the fiscal year ending
March 31, 2010 (Proposal No. 2);
(iii) to act upon any other matters which may properly come
before the Meeting at the scheduled time and place or any
adjourned meeting or meetings.
Who Can
Vote What
Shares: (d) To vote at the Meeting, you must have been a
shareholder on the Trust's records at the close of
business on June 29, 2009 (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 20, 2009
Please Note:
If you do not expect to attend the Meeting, please vote by any of three ways: by
the Internet, by telephone or by completing the enclosed proxy card and
returning it in the accompanying stamped envelope. To avoid unnecessary expense
to the 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 preceding this Proxy Statement 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 is to
give you information on which you may base your voting decisions.
The Trust's Administrator (the "Administrator") is Aquila Investment
Management LLC, 380 Madison Avenue, Suite 2300, New York, NY 10017, a subsidiary
of the Trust's founder, Aquila Management Corporation. The Trust's principal
underwriter (the "Distributor") is Aquila Distributors, Inc., 380 Madison
Avenue, Suite 2300, New York, NY 10017. The Trust's Investment Adviser (the
"Adviser") is Asset Management Group of Bank of Hawaii, Financial Plaza of the
Pacific, P.O. Box 3170, Honolulu, HI 96802.
A copy of the Trust's most recent annual report will be sent to you
without charge upon written request to the Distributor, at the above address, or
by calling 800-437-1020 toll-free or 212-697-6666.
This Notice and Proxy Statement are first being mailed on or about
August 20, 2009.
You should read this Proxy Statement prior to voting. If your shares
are registered in the name of your broker or someone other than yourself, you
may authorize that person to vote your shares. If your shares are registered in
your name, then you may vote in one of three ways:
(1) Proxy Card
The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; 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.
(2) 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.
(3) Telephone Voting
To vote your shares by telephone, call the toll-free number on your
proxy card. You will be prompted to enter the control number on 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.
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 or contacting the Trust's Internet address, both of
which are detailed on your proxy card, entering your control number and revoking
your previous vote.
Proxies for shares held by brokers in "street name" and not voted or
marked as abstentions will be counted for purposes of determining a quorum. They
will be counted as present at the meeting in determining voting results, and
will therefore have the same effect as negative votes.
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, $11.20;
Class C Shares, $11.19; and Class Y Shares, $11.22. The meeting is expected to
act only upon matters that affect the Trust as a whole: the election of Trustees
and the selection of an independent registered public accounting firm. 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, 59,305,209; Class C Shares,
3,398,123; and Class Y Shares, 2,753,049.
On the record date, the following holders held 5% or more of a class 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 of
the holder of record Number of shares Percent of class
Institutional 5% shareholders:
Merrill Lynch Pierce
Fenner & Smith, Inc., 5,286,696 Class A Shares 8.91%
4800 Deer Lake Drive, 894,247 Class C Shares 26.32%
Jacksonville, FL
NFS LLC FEBO
Bank of Hawaii
DBA Hawko
P.O. Box 1930
Honolulu, HI 1,185,341 Class Y Shares 43.06%
Additional 5% shareholders:
Martha N. Steele,
Trustee of the Martha
San Nicholas Steele
Declaration of Trust,
2505 Pali Hwy
Honolulu, HI 279,403 Class Y Shares 10.15%
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, eight 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.
The following material includes information about each nominee and each
officer of the Trust. All shares of the Trust listed as owned by the Trustees
are Class A Shares unless indicated otherwise. All of the nominees except for
Mr. Humphreys, Mr. Kobayashi and Mr. O'Flaherty are presently Trustees and were
elected by the shareholders in September 2008. The Nominating Committee is
proposing the election of Mr. Humphreys, Mr. Kobayashi and Mr. O'Flaherty at the
suggestion of the Trustees of the Trust. All nominees have consented to serve if
elected.
Nominees(1)(2)
Number of
Portfolios in Other Directorships
Positions Held Fund Held by Trustee
with Trust and Complex(5) (The position held is
Name, Address(3) and Length of Principal Occupation(s) Overseen by a directorship unless
Date of Birth Service(4) During Past 5 Years Trustee indicated otherwise.)
- ------------- ------- ------------------- ------- ---------------------
Interested
Trustee (6)
Diana P. Herrmann Vice Chair of Vice Chair and Chief Executive 12 ICI Mutual Insurance
New York, NY the Board of Officer of Aquila Management Company
(02/25/58) Trustees since Corporation, Founder of the
2003, President Aquila Group of Funds(7) and
since 1998 and parent of Aquila Investment
Trustee since Management LLC, Administrator
2004 since 2004, President since
1997, Chief Operating Officer,
1997-2008, a Director since
1984, Secretary since 1986 and
previously its Executive Vice
President, Senior Vice
President or Vice President,
1986-1997; Chief Executive
Officer and Vice Chair since
2004, President and Manager of
the Administrator since 2003,
and Chief Operating Officer of
the Administrator, 2003-2008;
Chair, Vice Chair, President,
Executive Vice President or
Senior Vice President of funds
in the Aquila Group of Funds
since 1986; Director of the
Distributor since 1997;
Governor, Investment Company
Institute (a trade
organization for the U.S.
mutual fund industry dedicated
to protecting shareholder
interests and educating the
public about investing) and
head of its Small Funds
Committee since 2004; active
in charitable and volunteer
organizations.
Non-interested Trustees
Theodore T. Mason Chair of the Executive Director, East Wind 8 None
New York, NY Board of Power Partners LTD since 1994
(11/24/35) Trustees since and Louisiana Power Partners,
2004 and 1999-2003; Trustee, Premier
Trustee since VIT, 2000-2009; Treasurer,
1984 Fort Schuyler Maritime Alumni
Association, Inc., successor to
Alumni Association of SUNY Maritime
College, since 2004 (President,
2002-2003, First Vice President,
2000-2001, Second Vice President,
1998-2000) and director of the same
organization since 1997; Director,
STCM Management Company, Inc.,
1973-2004; twice national officer of
Naval Reserve Association,
Commanding Officer of four naval
reserve units and Captain, USNR
(Ret); director, The Navy League of
the United States New York Council
since 2002; trustee, The Maritime
Industry Museum at Fort Schuyler,
2000-2004; and Fort Schuyler
Maritime Foundation, Inc., successor
to the Maritime College at Fort
Schuyler Foundation, Inc., since
2000.
Thomas W. Courtney Trustee President, Courtney 5 None
Sewickley, PA since 1984 Associates, Inc., a venture
(08/17/33) capital firm, since 1988.
Stanley W. Hong Trustee since President, Waste Management of 4 Trustee, Pacific Capital
Honolulu, HI 1992 Hawaii, Inc. and Corporate Funds(R), which includes 12
(04/05/36) Vice President - Hawaii Area bond and stock funds;
for Waste Management, Inc., First Insurance Co. of
2001-2005; Trustee, The King Hawaii, Ltd., Lanihau
William Charles Lunalilo Trust Properties, Ltd., The
Estate since 2001; President Westye Group - West
and Chief Executive Officer, (Hawaii), Inc., Heald
The Chamber of Commerce of Education LLC.
Hawaii, 1996-2001; Director
PBS - Hawaii Foundation since
1998; Regent, Chaminade
University of Honolulu since
1991; Trustee, the Nature
Conservancy of Hawaii since
1998; Trustee, Child and
Family Service since 2005; Director,
The East West Center Foundation
since 2006; St. Louis School since
2007; and a director of other
corporate and community
organizations.
Richard L. Humphreys Nominee President, Hawaii Receivables None Trustee, Pacific Capital
Kaneohe, HI Management, LLC (a factoring Funds(R), which includes 12
(10/06/43) company) since 2001; bond and stock funds;
President, Lynk Payment Systems
Hawaii, LLC (credit card processing)
since 2002.
Bert A. Kobayashi, Jr. Nominee President and Chief Executive None Hawaiian Electric
Honolulu, HI Officer, Kobayashi Group, LLC Company, Inc.
(04/22/70) (a group of companies
primarily engaged in real estate
enterprises) since 2001; Managing
Director, KG Holdings, LLC (real
estate investment) since 2009; Vice
President, Nikken Holdings, LLC
(real estate investment) since 2003;
interested in a number of other real
estate companies in Hawaii.
Glenn P. O'Flaherty Nominee Chief Financial Officer and 2 None
Denver, CO Chief Operating Officer of
(08/03/58) Lizard Investors, LLC since
2008; Co-Founder, Chief Financial
Officer and Chief Compliance Officer
of Three Peaks Capital Management,
LLP, 2003-2005; Vice President -
Investment Accounting, Global
Trading and Trade Operations, Janus
Capital Corporation, and Chief
Financial Officer and Treasurer,
Janus Funds, 1991-2002.
Russell K. Okata Trustee since Executive Director, Hawaii 5 Trustee, Pacific Capital
Honolulu, HI 1992 Government Employees Funds(R), which includes 12
(03/22/44) Association AFSCME Local 152, bond and stock funds.
AFL-CIO 1981-2007; International
Vice President, American Federation
of State, County and Municipal
Employees, AFL-CIO 1981-2007;
director of various civic and
charitable organizations.
Other Individuals
Chairman Emeritus(8)
Lacy B. Herrmann Founder and Founder and Chairman of the N/A N/A
New York, NY Chairman Board, Aquila Management
(05/12/29) Emeritus since Corporation, the sponsoring
2004, Trustee, organization and parent of the
1984-2004, and Manager or Administrator
Chairman of the and/or Adviser or Sub-Adviser
Board of to each fund of the Aquila
Trustees, Group of Funds; Chairman of
1984-2003 the Manager or Administrator
and/or Adviser or Sub-Adviser to
each since 2004; Founder and
Chairman Emeritus of each fund in
the Aquila Group of Funds;
previously Chairman and a Trustee of
each fund in the Aquila Group of
Funds since its establishment until
2004 or 2005; Director of the
Distributor since 1981 and formerly
Vice President or Secretary,
1981-1998; Director or trustee,
Premier VIT, 1994 - 2009; Director
or trustee of Oppenheimer Quest
Value Funds Group, Oppenheimer Small
Cap Value Fund, Oppenheimer Midcap
Fund, 1987 - 2009, and Oppenheimer
Rochester Group of Funds, 1995 -
2009; Trustee Emeritus, Brown
University and the Hopkins School;
active in university, school and
charitable organizations.
Officers
Charles E. Executive Vice Executive Vice President of N/A N/A
Childs, III President since all funds in the Aquila Group
New York, NY 2003 of Funds and the Administrator
(04/01/57) and the Administrator's parent
since 2003; Executive Vice President
and Chief Operating Officer of the
Administrator and the
Administrator's parent since 2008;
formerly Senior Vice President,
corporate development, Vice
President, Assistant Vice President
and Associate of the Administrator's
parent since 1987; Senior Vice
President, Vice President or
Assistant Vice President of the
Aquila Money-Market Funds,
1988-2003.
Maryann Bruce Senior Vice President, Aquila N/A N/A
Cornelius, NC President Distributors, Inc., since
(04/01/60) since 2009 2008; Senior Vice President of
each of the equity and bond funds in
the Aquila Group of Funds since
2009; Executive Managing Director,
Evergreen Investments, 2004 - 2007,
President, Evergreen Investment
Services, Inc., 1999 - 2007;
President and CEO, Allstate
Financial Distributors, Inc., 1998 -
1999; Senior Vice President and
Director Financial Institution
Division, OppenheimerFunds, Inc.,
1990 - 1998, Regional Vice
President, 1987 - 1990; Vice
President and Mutual Fund Marketing
Manager, J.C. Bradford & Company,
1982 - 1987.
Sherri Foster Senior Vice Senior Vice President, N/A N/A
Lahaina, HI President Hawaiian Tax-Free Trust since
(07/27/50) since 1993 1993 and formerly Vice
President or Assistant Vice
President; Vice President since 1997
and formerly Assistant Vice
President of the three Aquila
Money-Market Funds; Vice President,
Aquila Rocky Mountain Equity Fund
since 2006; Registered
Representative of the Distributor
since 1985.
Stephen J. Caridi Vice President Vice President of the N/A N/A
New York, NY (05/06/61) since 1998 Distributor since 1995; Vice
President, Hawaiian Tax-Free
Trust since 1998; Senior Vice
President, Narragansett
Insured Tax-Free Income Fund
since 1998, Vice President
1996-1997; Senior Vice
President, Tax-Free Fund of
Colorado since 2004; Vice
President, Aquila Rocky
Mountain Equity Fund since
2006.
Robert W. Anderson Chief Chief Compliance Officer of N/A N/A
New York, NY Compliance the Trust and each of the
(08/23/40) Officer since other funds in the Aquila
2004 and Group of Funds, the
Assistant Administrator and the
Secretary Distributor since 2004,
since 2000 Compliance Officer of the
Administrator or its
predecessor and current parent
1998-2004; Assistant Secretary
of the Aquila Group of Funds
since 2000.
Joseph P. DiMaggio Chief Financial Chief Financial Officer of each N/A N/A
New York, NY Officer since fund in the Aquila Group of
(11/06/56) 2003 and Funds since 2003 and Treasurer
Treasurer since since 2000.
2000
Edward M. W. Hines Secretary since Shareholder of Butzel Long, a N/A N/A
New York, NY 1984 professional corporation,
(12/16/39) counsel to the Trust, since
2007; Partner of Hollyer Brady
Barrett & Hines LLP, its predecessor
as counsel, 1989-2007; Secretary of
each fund in the Aquila Group of
Funds.
John M. Herndon Assistant Assistant Secretary of each N/A N/A
New York, NY (12/17/39) Secretary since fund in the Aquila Group of
1995 Funds since 1995 and Vice President
of the three Aquila Money-Market
Funds since 1990; Vice President of
the Administrator or its predecessor
and current parent since 1990.
Lori A. Vindigni Assistant Assistant Treasurer of each N/A N/A
New York, NY Treasurer since fund in the Aquila Group of
(11/02/66) 2000 Funds since 2000; Assistant
Vice President of the Administrator
or its predecessor and current
parent since 1998; Fund Accountant
for the Aquila Group of Funds,
1995-1998.
(1) The Trust's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll free) or by visiting the EDGAR Database at the SEC's
internet site at www.sec.gov.
(2)From time to time Bank of Hawaii may enter into normal investment management,
commercial banking and lending arrangements with one or more of the Trustees of
the Trust and their affiliates. The Asset Management Group of Bank of Hawaii is
the Trust's investment adviser.
(3) The mailing address of each Trustee and officer is c/o Hawaiian Tax-Free
Trust, 380 Madison Avenue, Suite 2300, New York, NY 10017.
(4) Each Trustee holds office until the next annual meeting of shareholders or
until his or her successor is elected and qualifies. The term of office of each
officer is one year.
(5) Includes certain Aquila-sponsored funds that are dormant and have no public
shareholders.
(6) Ms. Herrmann is an interested person of the Trust as an officer of the
Trust, as a director, officer and shareholder of the Administrator's corporate
parent, as an officer and Manager of the Administrator, and as a shareholder and
director of the Distributor. Ms. Herrmann is the daughter of Lacy B. Herrmann,
the Founder and Chairman Emeritus of the Trust.
(7) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Municipal Bond
Funds"; Aquila Rocky Mountain Equity Fund is an equity fund; Aquila Three Peaks
High Income Fund is a high income corporate bond fund; considered together,
these 12 funds, which do not include the dormant funds described in footnote 5,
are called the "Aquila Group of Funds."
(8) The Chairman Emeritus may attend Board meetings but has no voting power.
Securities Holdings of the Nominees
(as of 6/30/09)
Dollar Range of Aggregate Dollar Range of
Name of Ownership in Hawaiian Ownership in funds in the
Trustee Tax-Free Trust(1) Aquila Group of Funds (1)
- ------- -------------- ---------------------
Interested Trustees
Diana P. Herrmann C E
Non-interested Trustees
Theodore T. Mason C E
Thomas W. Courtney C C
Stanley W. Hong C C
Richard L. Humphreys E E
Bert A. Kobayashi, Jr. C(2) C
Glenn P. O'Flaherty C(2) C
Russell K. Okata D E
(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000
(2) As of August 13, 2009.
None of the non-interested Trustees or their immediate family members holds
of record or beneficially any securities of the Adviser, Administrator or
Distributor.
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, 2009, the Trust paid a total of $133,918 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 twelve funds in the Aquila Group of Funds,
which consist of three money-market funds, seven tax-free municipal bond funds,
a high-income corporate bond fund and an equity fund. The following table lists
the compensation of all nominees for Independent Trustee from the Trust or from
other funds in the Aquila Group of Funds during the Trust's fiscal year. None of
such nominees has any pension or retirement benefits from the Trust or any of
the other funds in the Aquila Group of Funds.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquila Group Trustee
Name Trust of Funds serves*
Theodore T. Mason $21,567 $133,750 8
Thomas W. Courtney $20,562 $104,575 5
Stanley W. Hong $16,900 $76,250 4
Richard L. Humphreys 0 0 0
Bert A. Kobayashi, Jr. 0 0 0
Glenn P. O'Flaherty 0 $34,000 2
Russell K. Okata $16,900 $91,750 5
* Messrs. Hong, Humphreys and Okata are also trustees of the 12 funds in the
Pacific Capital Funds(R) for which the Adviser is also investment adviser. For
the same period, these funds paid Trustee Hong $40,375, Nominee Humphreys
$44,343 and Trustee Okata $44,937.
Class A Shares may be purchased without a sales charge by the Trust's
Trustees and officers.
The Trust's Administrator is a wholly-owned subsidiary of Aquila
Management Corporation ("AMC"), founder of each fund in the Aquila Group of
Funds. As of June 30, 2009 these funds had aggregate assets of approximately
$4.1 billion, of which approximately $2.4 billion consisted of assets of the
tax-free municipal bond funds. AMC's address is the same as that of the
Administrator. AMC, which was founded in 1984, is currently controlled by Mr.
Lacy B. Herrmann and his wife, Mrs. Elizabeth B. Herrmann, directly and through
certain trusts; however, a transaction is expected to occur in 2009 which will
change the ownership of Aquila Investment Management LLC's corporate parent so
that no person will own or control with power to vote more than 24.9% of the
voting shares of such parent. During the fiscal year ended March 31, 2009 the
Trust paid $1,803,457 in fees to the Administrator.
During the fiscal year ended March 31, 2009, $1,264,155 was paid under
Part I of the Trust's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $67,973 was retained by the Distributor. With
respect to Class C Shares, during the same period $237,253 was paid under Part
II of the Plan and $79,084 was paid under the Shareholder Services Plan. Of
these total payments of $316,337, the Distributor received $65,889. All of such
payments were for compensation.
During the fiscal year ended March 31, 2009, the Trust paid $103,908 to
Butzel Long, a professional corporation ("Butzel Long"), independent counsel to
the Trust, for legal services. Edward M.W. Hines, Secretary of the Trust, is a
shareholder of that firm.
The Distributor currently handles the distribution of the shares of the
funds in the Aquila Group of Funds, including the 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, 74% by Mr.
Herrmann and other members of his immediate family, and the balance by Aquila
Management Corporation.
Other Information on Trustees
The Trustees have appointed a standing Audit Committee consisting of
all of the Trustees who are "independent" and are not "interested persons" of
the Trust, as that term is defined in the Investment Company Act of 1940. The
members of the Audit Committee are Thomas W. Courtney, Stanley W. Hong, Theodore
T. Mason, Russell K. Okata, Douglas Philpotts and Oswald K. Stender. The
Committee (i) selects the Trust's independent registered public accounting firm
(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. Selection of the
independent registered public accounting firm is also ratified by the Board of
Trustees. The Audit Committee held two meetings during the Trust's last fiscal
year. The Board of Trustees has adopted a written charter for the Audit
Committee.
During the Trust's last fiscal year, the Board of Trustees held four
meetings. Each current Trustee was present for at least 75% of the total number
of Board meetings and meetings of committees of which such Trustee was a member.
The Trust's policy is that all Trustees who can do so attend the Annual
Meeting. At the last Annual Meeting all of the Trustees were present.
The Trust has a Nominating Committee, consisting of all of the
non-"interested" Trustees. The Nominating Committee held one meeting during the
last fiscal year. The committee will consider nominees recommended by the
shareholders who may send recommendations to the committee in care of the
Administrator at 380 Madison Avenue, New York, NY 10017. Recommendations of
nominees from shareholders are not treated differently than proposals from other
sources. The charter of the Nominating Committee is available on the Trust's
website at www.aquilafunds.com.
Shareholder communications intended for the Board of Trustees (or one
or more specified Trustees) may be sent to them in care of the Administrator at
the above address.
Since the beginning of the Trust's most recently completed fiscal year,
no Trustee purchased or sold more than 1% of the outstanding shares of any class
of shares of the Adviser or its parent or subsidiaries.
Vote Required
To be elected, each nominee must receive the affirmative votes of a
majority of the shares present.
Ratification or Rejection
of Selection of
Independent Registered Public Accounting Firm
(Proposal No. 2)
Tait, Weller & Baker LLP ("TWB"), which is currently serving as the
Trust's independent registered public accounting firm, has been selected by the
Trust's Audit Committee and ratified by the Board of Trustees, including a
majority of the Independent Trustees, as the Trust's independent registered
public accounting firm for the fiscal year ending March 31, 2010. Such selection
is submitted to the shareholders for ratification or rejection.
The following table represents fees for professional audit services
rendered by TWB for the audit of the Trust's annual financial statements, and
fees billed for other services rendered by TWB, for the fiscal years ended March
31, 2008 and 2009.
2008 2009
Audit Fees $18,000 $18,900
Audit related fees 0 0
------- ------
Audit and audit related fees $18,000 $18,900
Tax fees (1) 3,000 3,100
All other fees 0 0
------ ------
Total $21,000 $22,000
====== ======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
TWB did not perform any services during the last fiscal year for the
Trust's investment adviser (the Adviser) or any entity controlling, controlled
by or under common control with the Adviser that provides services to the Trust.
All audit and non-audit services performed by TWB on behalf of the
Trust or non-audit services performed on behalf of affiliated entities within
the investment company complex where such engagement relates directly to the
operations and financial reporting of the Trust are pre-approved by the Audit
Committee. Services to be considered between meetings of the Committee are
pre-approved by a selected member of the Committee in accordance with applicable
regulations and subject to additional procedures established by the Committee.
The Audit Committee has reviewed all services performed and fees
charged by TWB and has accepted TWB's representation that it is independent in
recommending re-appointment of it for the fiscal year ending March 31, 2010.
TWB has no direct or indirect financial interest in the Trust, the
Administrator or the Adviser. It is expected that representatives of TWB will
not be present at the meeting but will be available should any matter arise
requiring their presence.
Vote Required
Approval requires the affirmative votes of a majority of the shares
present.
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 of this Proxy Statement.
Accordingly, a shareholder proposal intended to be presented at the Trust's 2010
annual meeting must be received by the Trust by April 21, 2010, in order to be
included in the Trust's proxy material relating to that meeting. The date for
such submission could change, depending on the scheduled date for the next
annual meeting; if so, shareholders will be notified.
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.
A shareholder wishing to provide notice of a proposal in the manner
prescribed by Rule 14a-4 (c)(1) under the Securities Exchange Act of 1934 must
submit written notice of the proposal to the Trust by July 5, 2010.
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, Internet or telephone vote
entitles them to vote, in accordance with their judgment on such matter or
matters, except as noted. That is, by signing and returning your proxy card or
by voting by the Internet or telephone, you give the proxy holders discretionary
authority as to any such matter or matters.
Outreach Meeting
To enable shareholders who live a distance from Honolulu, the Trust
customarily holds outreach meetings at which shareholders can participate in all
activities of the annual meeting except the corporate business of voting on the
proposals discussed in the proxy statement. The outreach meetings this year will
be held on Tuesday, September 22, 2009, in Hilo at 11:00 am and Monday,
September 21, 2009, in Kona at 11:00 am.
<page>
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
Hawaiian Tax-Free Trust
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 24, 2009
PROXY STATEMENT
<page>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
PROXY AQUILA GROUP OF FUNDS PROXY
HAWAIIAN TAX-FREE TRUST
Proxy for Annual Meeting of Shareholders - September 24, 2009
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Hawaiian Tax-Free Trust (the "Trust") whose signature(s)
appear(s) below does/do hereby appoint DIANA P. HERRMANN, CHARLES E. CHILDS, III
and EDWARD M. W. HINES, or any of them, as attorneys and proxies of the
undersigned, with full power of substitution, to attend the Annual Meeting of
Shareholders of the Trust to be held on Thursday, September 24, 2009, at the Ala
Moana Hotel, Hibiscus Ballroom, 410 Atkinson Drive, Honolulu, Hawaii at 10:00
a.m. Hawaiian Standard Time, and all adjournments thereof, and thereat to vote
the shares held in the name of the undersigned on the record date for said
meeting on the matters listed on the reverse side. Such shares are entitled to
one vote for every dollar of net asset value represented by the share balance
printed below.
Management recommends a vote FOR all nominees in Proposal No. 1 and FOR Proposal
No. 2. The shares represented hereby will be voted as indicated on the reverse
or FOR if no choice is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your title as
such. Joint owners should each sign.
------------------------------------------------
Signature
-------------------------------------------------
Signature (if held jointly)
-------------------------------------------------
Date_____________________________________________
Yes No
-- --
I plan to attend the Annual Meeting in Honolulu. [__] [__]
-- --
I plan to attend the Outreach Meeting in Hilo. [__] [__]
-- --
I plan to attend the Outreach Meeting in Kona. [__] [__]
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials
for the Aquila Group of Funds
Shareholder Meeting to Be Held on September 24, 2009.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/aqu19897
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
Please read the proxy statement prior to voting. TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS IN THIS EXAMPLE:
HAWAIIAN TAX-FREE TRUST ANNUAL MEETING
1. Election of Trustee Nominees:
01. Thomas W. Courtney 02. Diana P. Herrmann* 03. Stanley W. Hong 04.
Richard L. Humphreys 05. Bert A. Kobayashi, Jr. 06. Theodore T. Mason 07.
Glenn P. O'Flaherty 08. Russell K. Okata
*Interested Trustee
For All Withhold All For All Except
-- -- --
[--] [--] [--]
To withhold authority to vote for one or more (but not all) nominees, mark "FOR
ALL EXCEPT" and write the nominee number(s) and/ or name(s) on the line below.
- --------------------
2. Action on selection of Tait, Weller & Baker LLP as independent registered
public accounting firm. (Proposal No. 2 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their best
judgment.
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.