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 23, 1996
TO OUR SHAREHOLDERS:
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 September 23, 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, 1997 (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 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 July
2, 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
July 31, 1996
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
remainder 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 800-228-4227 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 is the Trust's Investment Adviser.
This Notice and Proxy Statement are first being mailed on or
about July 31, 1996.
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 but
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 at the meeting in person or by your duly appointed
agent.
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.
The Trust has 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 (1) vote
for each dollar (and a proportionate fractional vote for each
fraction of a dollar) of net asset value (determined as of the
record date) represented by full and fractional shares of any
class held on the record date.
On the record date the total number of shares of the Trust
outstanding and entitled to vote was 57,998,826. Of the shares of
the Trust outstanding on the record date, Merrill Lynch Pierce
Fenner & Smith, Inc., P.O. Box 30561, New Brunswick, NJ, held of
record 8,982,087 shares (15.8%). The Trust's management is not
aware of any other person beneficially owning more than 5% of its
outstanding shares as of such date. On the basis of information
received from the holder, the Trust's management believes that
all of the shares indicated are held for the benefit of clients.
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.
All of the nominees are presently Trustees and were
previously elected by the shareholders at the annual meeting of
the Trust held on October 30, 1995. Mr. Herrmann, Mr. Cole, Mr.
Courtney and Mr. Mason have been Trustees since the beginning of
the Trust's operations in February 1985. Mr. Carlson has been a
Trustee since 1987 and Mr. Alden, since 1989. Messrs. Gushman,
Hong, Philpotts, Okata and Stender have been Trustees since 1992.
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. Treasuries Cash Assets Trust, money market mutual
fund portfolios 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. The
Trustees and officers as a group own less than 1% of the
outstanding shares of the Trust. In the table below and elsewhere
in this Proxy Statement, Aquila Management Corporation, the
Trust's Administrator, is referred to as the "Administrator" and
the Trust's Distributor, Aquila Distributors, Inc., is referred
to as the "Distributor." 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 Distributor. Mr.
Philpotts is an interested person of the Trust as a Director of
the Adviser and 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.
Described in the following material are the name, positions
with the Trust, age as of July 2, 1996, and business experience
during at least the past five years (other than with the Trust)
of each nominee and all officers of the Trust.
Lacy B. Herrmann*, President and Chairman of the Board of
Trustees, Age: 67, Shares Owned: 1,582 (1)
Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and
Administrator and/or Adviser or Sub-Adviser to the following
open-end investment companies, and Founder, Chairman of the Board
of Trustees, and President of each: Prime Cash Fund, 1982-1996;
Pacific Capital Cash Assets Trust since 1984; Short Term Asset
Reserves since 1984-1996; Churchill Cash Reserves Trust since
1985; Pacific Capital U.S. Treasuries Cash Assets Trust since
1988; Pacific Capital Tax-Free Cash Assets Trust since 1988; each
of which is a money market fund, and together with Capital Cash
Management Trust ("CCMT") are called the Aquila Money-Market
Funds; Tax-Free Trust of Arizona since 1986; Tax-Free Trust of
Oregon since 1986; Tax-Free Fund of Colorado since 1987;
Churchill Tax-Free Fund of Kentucky since 1987; Tax-Free Fund For
Utah since 1992; and Narragansett Insured Tax-Free Income Fund
since 1992; each of which is a tax-free municipal bond fund, and
two equity funds, Aquila Rocky Mountain Equity Fund since 1993
and Aquila Cascadia Equity Fund since 1996, which, together with
this Trust are called the Aquila Bond and Equity Funds; Vice
President, Director, Secretary and formerly Treasurer of Aquila
Distributors, Inc. since 1981, distributor of the above funds;
President and Chairman of the Board of Trustees of CCMT, a money
market fund since 1981, and an Officer and Trustee/Director of
its predecessors since 1974; President and a Director of STCM
Management Company, Inc., sponsor and sub-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, and Founder and
Chairman of several other money market funds; Director or Trustee
of OCC Cash Reserves, Inc., Oppenheimer Quest Global Value Fund,
Inc., Oppenheimer Quest Value Fund, Inc., and Trustee of Quest
For Value Accumulation Trust, The Saratoga Advantage Trust, and
of the 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 440 shares held beneficially and of record by Mr.
Herrmann's wife and 939 shares held of record by the
Administrator.
Vernon R. Alden, Trustee, Age: 73, Shares Owned: 184
Director of 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 Pacific Capital Cash
Assets Trust, Pacific Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets Trust since 1989, of
Cascades Cash Fund, 1989-1994, of Narragansett Insured Tax-Free
Income Fund since 1992, and of Aquila Cascadia Equity Fund since
1996; 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, Plimoth Plantation; trustee of
various other cultural and educational organizations; Honorary
Consul General of the Royal Kingdom of Thailand.
Arthur K. Carlson, Trustee, Age: 74, Shares Owned: 672 (2)
Retired; Advisory Director of the Renaissance Companies (design
and construction companies of commercial, industrial and upscale
residential properties) since 1996; 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, Tax-
Free Trust of Arizona and Pacific Capital Cash Assets Trust since
1987, of Pacific Capital Tax-Free Cash Assets Trust and Pacific
Capital U.S. Treasuries Cash Assets Trust since 1988 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.
(2) Held in the name of a nominee.
William M. Cole, Trustee, Age: 65, 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 Pacific
Capital Cash Assets Trust since 1984, of Tax-Free Fund of
Colorado since 1987 and of Pacific Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S. Treasuries Cash Assets Trust since
1988; Chairman of Cole Group, a financial consulting and real
estate firm, since 1985.
Thomas W. Courtney, C.F.A., Trustee, Age: 62, Shares
Owned: 1,503
President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Federated Investment Counseling Inc., 1975-1982;
President of Boston Company Institutional Investors, Inc., 1970-
1975; formerly a Director of the Financial Analysts Federation;
Trustee of 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. Treasuries Cash Assets
Trust since 1988; Director or Trustee of OCC Cash Reserves, Inc.,
Oppenheimer Quest Global Value Fund, Inc., Oppenheimer Quest
Value Fund, Inc., and Trustee of Quest For Value Accumulation
Trust and of the Rochester Group of Funds, each of which is an
open-end investment company.
Richard W. Gushman, II, Trustee, Age: 50, Shares Owned: 588
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 Pacific Capital
Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets Trust since 1993;
Trustee of Pacific Capital Funds, which includes bond and stock
funds, since 1993; Member the Boards of Aloha United Way Downtown
Improvement Association, Boys and Girls Club of Honolulu and
Oceanic Cablevision, Inc.
Stanley W. Hong, Trustee, Age: 60, Shares Owned: 1,089 (3)
President and Chief Executive Officer of The Chamber of Commerce
of Hawaii since 1996; 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 Pacific Capital Cash Assets Trust, Pacific Capital
Tax-Free Cash Assets Trust and Pacific Capital U.S. Treasuries
Cash Assets Trust since 1993; Trustee of Pacific Capital Funds,
which includes bond and stock funds, since 1993; Director of
Capital Investment of Hawaii, Inc. since 1995 (Real Estate and
Wholesale Bakery ); Director, Central Pacific Bank since 1995;
Trustee of Nature Conservancy of Hawaii since 1990; Regent of
Chaminade University of Honolulu since 1990.
(3) Held beneficially and of record by his wife.
Theodore T. Mason, Trustee, Age: 60, Shares Owned: 708
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
1989-1996, of 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. Treasuries Cash
Assets Trust since 1988 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: 52, Shares Owned: 532
Executive Director, Hawaii Government Employees Association
AFSCME Local 152, AFL-CIO; Trustee of Pacific Capital Cash Assets
Trust, Pacific Capital Tax-Free Cash Assets Trust and Pacific
Capital U.S. Treasuries Cash Assets 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 several charitable organizations.
Douglas Philpotts, Trustee, Age: 64, Shares Owned: 9,724
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 Pacific Capital
Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets 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: 4,054
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 Pacific Capital Cash Assets Trust, Pacific Capital
Tax-Free Cash Assets Trust and Pacific Capital U.S. Treasuries
Cash Assets Trust since 1993; Trustee of Pacific Capital Funds,
which includes bond and stock funds, since 1993.
Sherri Foster, Senior Vice President, Age: 45
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. Treasuries Cash Assets Trust since 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.
William C. Wallace, Senior Vice President, Age: 61
Vice President of Capital Cash Management Trust and Pacific
Capital Cash Assets Trust since 1984; 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, of Pacific Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets Trust since 1988 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.
John M. Herndon, Vice President, Age: 56
Assistant Secretary of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1995 and Vice President of the
Aquila Money-Market 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.
Rose F. Marotta, Chief Financial Officer, Age: 72
Chief Financial Officer of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1991 and Treasurer, 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 Aquila Money-Market Funds and the Aquila 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 Aquila Money-Market Funds and the Aquila 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 Aquila Money-Market Funds and the
Aquila 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 Trust does not currently pay fees to any of the Trust's
officers or to Trustees affiliated with the Administrator or the
Adviser, except for Trustees affiliated with the Adviser solely
because of membership on its Board of Directors. During the
fiscal year ended March 31, 1996, the Trust paid $153,681 in fees
and reimbursement of expenses to its other 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 two
equity funds. The following table lists the compensation of all
Trustees who received compensation from the Trust and the
compensation they received during the Trust's fiscal year from
other funds in the Aquilasm Group of Funds. 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 now serves
Vernon R.
Alden $23,358 $47,210 7
Arthur K.
Carlson $10,150 $39,290 7
William M.
Cole $11,470 $31,403 5
Thomas W.
Courtney $10,897 $32,871 5
Richard W.
Gushman, II $10,450 $23,650 4
Stanley W.
Hong $11,300 $23,967 4
Theodore T.
Mason $10,559 $43,015 8
Russell K.
Okata $10,147 $23,070 4
Douglas
Philpotts $5,107 $10,307 4
Oswald K.
Stender $8,750 $20,302 4
The Administrator is administrator to the Aquilasm Group of
Funds which consists of tax-free municipal bond funds, money
market funds and two equity funds. As of June 30, 1996, these
funds had aggregate assets of approximately $2.6 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. For the year ended March 31, 1996, fees of
$929,291 and $1,725,826, respectively, were accrued to the
Adviser under the Trust's advisory agreement and to the
Administrator under the Trust's administration agreement. During
the fiscal year ended March 31, 1996, $1,330,035 was paid under
the Trust's Distribution Plan to qualified recipients, of which,
$ 78,658 was retained by the Distributor.
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. 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.
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. 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, 1997, 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 not will 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 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.
HAWAIIAN TAX-FREE TRUST
PROXY FOR SHAREHOLDERS MEETING SEPTEMBER 23, 1996
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of 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 Hawaiian Tax-Free Trust, to be
held on September 23, 1996, at 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.
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 [__]
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.