IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
Aquilasm Group of Funds
AQUILA CASCADIA EQUITY FUND
380 Madison Avenue, Suite 2300, New York, N Y 10017
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
ON MAY 8, 2000
TO SHAREHOLDERS OF THE FUND:
The purpose of this Notice is to advise you that a Special
Meeting of the Shareholders of Aquila Cascadia Equity Fund (the
"Fund") will be held:
Place: (a) at the Oregon Convention Center;
777 N.E. Martin Luther King, Jr. Blvd.
Portland, Oregon;
Time: (b) on May 8, 2000
at 3:30 p.m. local time;
Purposes: (c) for the following purposes:
(i) to elect ten Trustees; each Trustee
elected will hold office until the next annual
meeting of the Fund's shareholders or until his or
her successor is duly elected(Proposal No. 1);
(ii) 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 Fund's records at the close of
business on February 23, 2000 (the "record date").
Also, the number of shares of each of the Fund'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
March 31, 2000
PLEASE NOTE:
If you do not expect to attend the Meeting, please indicate
voting instructions in any of three ways: by telephone, by e-mail
or by completing the enclosed proxy card and returning it in the
accompanying stamped envelope. To avoid unnecessary expense to
the Fund, we request your cooperation in voting no matter how
large or small your holding may be.
AQUILA CASCADIA EQUITY FUND
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 a
Special Meeting of the Shareholders of Aquila Cascadia Equity
Fund (the "Fund"). 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 Fund's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Fund's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-872-5859 toll-free or 212-697-6666.
The Fund's organizer, Adviser and Administrator (the
"Manager") is Aquila Management Corporation, 380 Madison Avenue,
Suite 2300, New York, NY 10017. The Fund's principal underwriter
(the "Distributor") is Aquila Distributors, Inc., 380 Madison
Avenue, Suite 2300, New York, NY 10017. The Fund's Investment Sub-
Adviser is Ferguson, Wellman, Rudd, Purdy & Van Winkle, Inc. (the
"Sub-Adviser"), 888 SW Fifth Avenue, Suite 1200, Portland Oregon,
97204-2026.
This Notice and Proxy Statement are first being mailed on or
about March 31, 2000.
You should read the 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 Fund 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.
Telephone Voting
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 the enclosed 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
Fund at http://proxyvote.com. You will be prompted to enter the
12-digit control number on the enclosed 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.
You may end the power of the proxy holders to vote your
shares by: (i) so notifying the Fund in writing; (ii) signing a
new and different proxy card (if the Fund receives it before the
old one is used); (iii) voting your shares at the meeting in
person or by your duly appointed agent; or (iv) calling the toll
free number above or contacting the Fund's internet address
above, entering your 12-digit 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 Fund is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxies to be
used at the Special 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 Fund 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 Fund's shares so that
these owners may authorize the voting of their shares. The Fund
will pay these firms their out-of-pocket expenses for doing so.
On the record date, the Fund had three classes of shares
outstanding. All shareholders of the Fund 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 Fund's outstanding classes of
shares was as follows: Class A Shares, $21.77; Class C Shares,
$21.27; and Class Y Shares, $21.94. The meeting is expected to
act only upon matters that affect the Fund as a whole. On matters
that affect the Fund as a whole, all shareholders of the Fund,
including the shareholders of all classes of the Fund, are
entitled to vote .
On the record date, the total number of shares outstanding
for each class of shares was as follows: Class A Shares, 102,178;
Class C Shares, 91,509; and Class Y Shares, 636,946.
On the record date, the following institutional holders held 5%
or more of the Fund's outstanding shares. On the basis of
information received from the holders the Fund's management
believes that all of the shares indicated are held for the
benefit of clients.
Name and address Number of shares Percent of class
of the holder of
record
Merrill Lynch Pierce
Fenner & Smith,
Jacksonville, FL 48,869 Class A Shares 47.8%
81,442 Class C Shares 89.0%
116,470 Class Y Shares 18.3%
Charles
Schwab & Co, Inc.
101 Montgomery St.
San Francisco, CA 39,261 Class Y Shares 6.2%
Currie & Co
P.O. Box 3199
New York, NY 66,584 Class Y Shares 10.4%
Union Bank
As nominee
P.O. Box 85484
San Diego, CA 187,251 Class Y Shares 29.4%
Additional 5% shareholders
Samson and Elsie
Tatsugushi
Honolulu, HI 5,104 Class C Shares 5.6%
The Fund'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, ten 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 instruct the proxy holders as
to the voting of your shares as to the election of Trustees.
All of the nominees except Mr. Shaw are presently Trustees.
Mr. Herrmann, Mr. Alden, Mr. Gardner, Ms. Herrmann, Mr. Lung and
Mr. Ross were elected by the Fund's sole shareholder in 1996
before the Fund began operations. Mr. Frohnmayer was elected in
1997, and Mr. Jenson and Mr. Mitchell were elected in 1999, by
the Trustees to fill vacancies. The Trustees and officers as a
group own less than 1% of the outstanding shares of the Fund. In
the material below and elsewhere in this Proxy Statement, Aquila
Management Corporation is referred to as the "Manager" and the
Fund's Distributor, Aquila Distributors, Inc., is referred to as
the "Distributor." Mr. Herrmann is an interested person of the
Fund as that term is defined in the Investment Company Act of
1940 (the "1940 Act") as an officer of the Fund and a director,
officer and shareholder of the Manager and the Distributor. Ms.
Herrmann is an interested person of the Fund as an officer of the
Fund and an officer, director and shareholder of the Manager and
a shareholder of the Distributor. Each is also an interested
person as a member of the immediate family of the other. They are
so designated by an asterisk.
In the following material Aquila Cascadia Equity Fund (this
Fund) and Aquila Rocky Mountain Equity Fund are called the
"Aquila Equity 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 Bond Funds";
and Pacific Capital Cash Assets Trust, Churchill Cash Reserves
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 together with Capital Cash
Management Trust called the "Aquila Money-Market Funds"
Described in the following material are the name, positions
with the Fund, age as of the record date and business experience
during at least the past five years of each nominee and each
officer of the Fund. All shares listed as owned by the Trustees
are Class A Shares unless indicated otherwise.
Name, Position Business Experience
with the Fund,
Age, Shares Owned
Lacy B. Herrmann* Founder and Chairman of the Aquila
Chairman of the Management Corporation, the sponsoring
Board of Trustees organization and Manager or
Administrator
Age: 70 and/or Adviser or Sub-Adviser to the
Shares Owned: 86.5(1) Aquila Money-Market Funds, the Aquila
Bond
Funds and the Aquila Equity Funds, and
founder, Chairman of the Board of
Trustees 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) Shares held of record by the Manager.
Vernon R. Alden Director of Sonesta International
Hotels
Trustee Corporation, Boston, Massachusetts
Age: 76 and General Independent Partner of
Shares Owned: 0 the Merrill Lynch-Lee Funds; Former
Director of Colgate-Palmolive Company,
Digital Equipment Corporation, Intermet
Corporation, The McGraw Hill and The
Mead Corporations; Chairman of the
Board and Executive Committee of The
Boston Company, Inc., a financial
services company, 1969-1978; Trustee of
Tax-Free Trust of Oregon since 1988, of
Hawaiian Tax-Free Trust, Pacific
Capital Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Government
Securities 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 (this 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 Emeritus, Boston
Symphony Orchestra; Chairman of the
Massachusetts Council on the Arts and
Humanities, 1972-1984; Member of the
Board of Fellows of Brown University,
1969-1986; Trustee of various other
cultural and educational organizations;
Honorary Consul General of the Royal
Kingdom of Thailand; Received
Decorations from the Emperor of Japan
(1986) and the King of Thailand (1996
and 1997).
David B. Frohnmayer President, University of Oregon since
Trustee 1994; Dean of the University of Oregon
Age: 59 Law School, 1992-1994; Attorney General
Shares Owned: 0 of the State of Oregon, 1981-1991;
Trustee of Aquila Cascadia Equity Fund
(this Fund) and Tax-Free Trust of Oregon
since 1997.
James A. Gardner President of Gardner Associates, an
Trustee investment and real estate firm, since
Age: 56 1970; President Emeritus of Lewis and
Shares Owned: 0 Clark College and Law School since
1989 and President, 1981-1989; Program
Officer and County Representative of
the Ford Foundation, 1969-1981;
Lecturer and Assistant Director of
Admissions of Harvard College, 1968-
1969; Member of the Oregon Young
Presidents Organization since 1983;
Member of the Council on Foreign
Relations since 1988; Founding Member
of the Pacific Council since 1995;
Trustee of Tax-Free Trust of Oregon
since 1986 and of Cascades Cash Fund,
1989-1994; Trustee of Aquila Cascadia
Equity Fund (this Fund) since 1996;
Director of the Oregon High Desert
Museum since 1989; active in civic,
business, educational and church
organizations in Oregon.
Diana P. Herrmann, * President and Chief Operating Officer of
Trustee and the Manager since 1997, a
President Director since 1984, Secretary since
1986
Age: 41 and previously its Executive Vice
Shares Owned: 84.5 President, Senior Vice President or
Vice President, 1986-1997; 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 Fund'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.
Sterling K. Jenson President and Chief Executive Officer of
Trustee First Security Investment Management
Age: 47 since 1995 and Senior Vice President,
Shares Owned: 0 1990-1995; Chartered Financial Analyst
(CFA) since 1984; Trustee of Aquila
Cascadia Equity Fund (this Fund) and Tax-
Free Trust of Oregon ; past President of
Salt Lake City Society of Financial
Analysts (1996-1997); member of various
investment-related and charitable
organizations.
Raymond H. Lung Retired; Trustee of Qualivest Group of
Trustee Funds, 1994-1997; Executive Vice
Age: 73 President and Executive Trust Officer of
Shares Owned: 1,148 (2) U.S. National Bank of Oregon, 1989-1991;
Senior Vice President and Executive
Trust Officer, 1980-1989; various other
management positions, 1954-1980; Member
of the Executive Committee of the Trust
Division of American Bankers
Association, 1986-1988; Director of
Pacific Securities Depository Trust
Company and Pacific Clearing
Corporation (subsidiaries of the
Pacific Stock Exchange), 1980-1987;
Director of Collins Pine Company and
Ostrander Companies (lumber and oil),
1980-1990; Trustee of Tax-Free Trust of
Oregon since 1992, of Cascades Cash
Fund, 1992-1994 and of Aquila Cascadia
Equity Fund (this Fund) since 1996.
(2) Held with his wife as Trustees
John W. Mitchell Principal of M & H Economic
Trustee Consultants; Economist, Western Region,
Age: 55 for U. S. Bancorp since 1998;
Shares Owned: 58.3(3) Chief Economist of U.S. Bancorp,
Portland,
Oregon, 1983-1998; Professor of Boise
State University, 1970-1983; Member of
the Oregon Governor's Council of
Economic Advisors, 1984-1998; Chairman
of the Oregon Governor's Technical
Advisory Committee for Tax Review in
1998; Trustee of Aquila Cascadia Equity
Fund (this Fund) and Tax Free Trust of
Oregon since 1999.
(3)Held as a Trustee.
Richard C. Ross President of Richard Ross
Communications,
Trustee a consulting firm, since 1986; Senior
Age: 78 communications consultant to Pihas,
Shares Owned: 84.3(4) Schmidt, Westerdahl, advertising and
public relations, 1986-1988; Executive
News Director of KATU Television, 1975-
1986; News Director of KGW-TV, 1956-
1975; Trustee of Tax-Free Trust of
Oregon since 1988 and of Aquila
Cascadia Equity Fund (this Fund) since
1996; Director of the Portland Rose
Festival since 1972; Director of the
Greater Portland Convention & Visitors
Association, 1982-1985; Director of the
Portland Chamber of Commerce, 1971-1980;
President of the Oregon chapter of the
National Multiple Sclerosis Society,
1984-1986; Director of the Meridian Park
Hospital Foundation, 1984-1987; Chairman
of the Broadcasters Group of the Bar-
Press-Broadcasters professional
relations committee, 1964-1984; Former
President of the Rotary Club of East
Portland and currently a Director of
Goodwill Industries, Metropolitan Youth
Symphony and the Lake Oswego Community
Theatre.
(4) Held jointly with his wife.
Ralph R. Shaw General Partner, Shaw Management
Trustee Company, an investment counseling
Age: 61 firm, since 1980, of Shaw Venture
Shares Owned: 0 Partners since 1983, of Shaw
Venture
Partners II since June 1987 and of Shaw
Venture Partners III since 1994 (US
Bancorp, parent of the Sub-Adviser, is
a limited partner in the last three
ventures). Mr. Shaw presently serves on
the boards of directors of Schnitzer
Steel Industries, Inc., Magni Systems,
Inc., Micromonitors, Inc., Integra
Telecom, Inc. (formerly OGIT
Communications, Inc.), Dendreon
Corporation (formerly Activated Cell
Therapy, Inc.), LaTIS, Inc., Industrial
Devices Corporation, Telestream, Inc.,
and 3PF.COM, Inc. (formerly
ComAlliance, Inc.). Additionally, he
serves on the Board of Advisors of K-2
Designs, Inc. and as trustee of the Tax-
Free Trust of Oregon . He is active in
local civic and charitable
organizations.
James M. McCullough Senior Vice President of Aquila
Senior Vice Cascadia Equity Fund(this Fund),
President Aquila Rocky Mountain Equity Fund,
Age: 54 Tax-Free Fund of Colorado and Tax-Free
Trust of Oregon since 1999 and of Aquila
Distributors; Director of Fixed Income
Institutional Sales, CIBC Oppenheimer &
Co. Inc., Seattle, WA, 1995-1999; Sales
Manager, Oregon Municipal Bonds, Kidder,
Peabody, Inc., (acquired in 1995 by
Paine, Webber)Portland, OR, 1994-1995.
Kimball L. Young Co-Founder of Lewis Young Robertson &
Senior Vice Burningham, Inc., an NASD licensed
President broker/dealer providing public finance
Age: 53 services to Utah local governments 1995-
present; Senior Vice President of Tax-
Free Trust of Arizona , Tax-Free Fund
For Utah and Aquila Cascadia Equity
Fund (this Fund) and Aquila Rocky
Mountain Equity Fund. Formerly Senior
Vice President-Public Finance, Kemper
Securities Inc., Salt Lake City, Utah.
Sherri Foster Senior Vice President of Hawaiian
Vice Tax-Free Trust since 1993,
President President, Vice President, 1988-1992
Age: 49 and Assistant Vice President, 1985-1988;
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 (this 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.
Kerry A. Lemert Vice President of Aquila Cascadia
Equity
Vice President Fund (this Fund) and Tax Free Trust of
Age: 45 Oregon since 1998; Assistant Vice
President, Black & Co., 1997-1998;
Dealer-Sales and Assistant Municipal
bond trader, Pacific Crest Securities,
1994-1997; Assistant Municipal Bond
Trader, Registered Sales Assistant,
Paine Webber Inc., Portland Oregon, 1988-
1994; Sales Assistant, E.F. Hutton &
Co., Inc., Portland, Oregon, 1984-1988.
Christine L. Neimeth Vice President of Aquila Cascadia
Vice President Equity Fund (this Fund) and Tax-Free
Age: 35 Trust of Oregon since 1998;
Management Information Systems
consultant, Hillcrest Ski and Sport,
1997; Institutional Municipal Bond
Salesperson, Pacific Crest Securities,
1996; Institutional Bond Broker,
Hilliard Farber and Company 1991-1995;
Bond Trader, Bear Stearns and Company,
1989-91. Active in college alumni and
volunteer organizations.
Rose F. Marotta Chief Financial Officer of the
Aquila
Chief Financial Money-Market, Bond and Equity Funds
Officer since 1991 and Treasurer, 1981-1991;
Age: 75 formerly Treasurer of the predecessor of
Capital Cash Management Trust; 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 Manager
since 1984 and of the Distributor since
1985.
Richard F. West Treasurer of the Aquila Money- Market,
Treasurer Bond and Equity Funds and of Aquila
Age: 64 Distributors, Inc. since 1992; Associate
Director of Furman Selz Incorporated,
1991-1992; Vice President of Scudder,
Stevens & Clark, Inc. andTreasurer 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 Partner of Hollyer Brady Smith Troxell
Secretary Barrett Rockett Hines & Mone LLP,
Age: 60 attorneys, since 1989 and counsel,
1987-1989; Secretary of the Aquila
Money-Market, 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.
John M. Herndon Assistant Secretary of the Aquila
Assistant Secretary Money-Market, Bond and Equity Funds
since 1995
Age: 60 and Vice President of the Aquila
Money-Market Funds since 1990; Vice
President of the Manager 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.
The Fund does not currently pay fees to any of the Fund's
officers or to Trustees affiliated with the Manager or the Sub-
Adviser. For its fiscal year ended March 31, 1999, the Fund paid
a total of $10,415 in compensation and reimbursement of expenses
to the Trustees. No other compensation or remuneration of any
type, direct or contingent, was paid by the Fund to its Trustees.
The Fund 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 Trustees who received compensation from the
Fund and the compensation they received during the Fund's fiscal
year from other funds in the Aquilasm Group of Funds. None of
such Trustees has any pension or retirement benefits from the
Fund or any of the other funds in the Aquila group.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Fund Group of Funds serves
Vernon R.
Alden $1,780 $53,118 7
David
Frohnmayer $1,200 $ 8,750 2
James A.
Gardner $1,200 $ 8,545 2
Raymond H.
Lung $2,188 $11,288 2
John
Mitchell $0 $ 1,250 2
Richard C.
Ross $1,700 $10,302 2
Certain of the Fund's Trustees and officers may purchase
Class A Shares without a sales charge.
The Fund's Manager is Manager or Administrator to the
Aquilasm Group of Funds, which consists of tax-free municipal
bond funds, money-market funds and equity funds. As of December
31, 1999, these funds had aggregate assets of approximately $3.0
billion, of which approximately $1.8 billion consisted of assets
of the tax-free municipal bond funds. Mr. Lacy B. Herrmann
controls the Manager, through share ownership directly, through a
trust and by his wife. During the fiscal year ended March 31,
1999 the Fund accrued fees of $120,240 and $105,115 to the
Manager and Sub-Adviser, respectively, of which $50,196 and
$35,072, respectively were waived.
During the fiscal year ended March 31, 1999, $5,521 was paid
to Qualified Recipients under Part I of the Fund's Distribution
Plan with respect to the Fund's Class A Shares of which the
Distributor retained $409. During the same period $8,712 was paid
to Qualified Recipients under Part II of the Plan with respect to
the Fund's Class C Shares of which $7,550 (including amounts paid
under the Shareholder Services Plan) 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 Fund.
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 72% by Mr.
Herrmann and other members of his immediate family, 24% by Diana
P. Herrmann and the balance by an officer of the Distributor.
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 Fund, 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 Fund's internal accounting procedures and controls. The
Committee held two meetings during the Fund's last fiscal year.
The Board of Trustees does not have a nominating committee.
During the Fund's last fiscal year, the Board of Trustees held
four meetings. All current 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).
OTHER BUSINESS
The Fund 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. 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
AQUILA CASCADIA EQUITY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on May 8, 2000
PROXY STATEMENT
AQUILA CASCADIA EQUITY FUND-Class A
PROXY FOR A SPECIAL MEETING Of THE SHAREHOLDERS MAY 8, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of AQUILA CASCADIA EQUITY FUND
(the "Fund) 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 Special Meeting of Shareholders of the Fund to be held
on Friday, May 8, 2000 at the Oregon Convention Center, 777 N. E.
Martin Luther King, Jr. Blvd, Portland, Oregon, at 3:30 p.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.
Telephone Voting (Touch-tone only)
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 instruction 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 Fund 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.
Proxy Card Voting
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.
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED BELOW OR
FOR ALL NOMINEES IF NO CHOICE IS INDICATED.
As to any other matter said proxies shall vote in accordance
with their best judgment.
Special Meeting Attendance
We encourage you to attend the Special Meeting of Shareholders.
If you can join us, please indicate it on the proxy card, call us
at 1-800-888-322-7223, or e-mail us at info@aquilafunds.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
_________________________________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
AQUILA CASCADIA EQUITY FUND
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)
Election of Trustees
1) Lacy B. Herrmann*; 2) Vernon R Alden; 3) David B.
Frohnmayer; 4) James A. Gardner; 5) Diana P. Herrmann*; 6)
Sterling K. Jenson; 7) Raymond H. Lung; 8) John W. Mitchell; 9)
Richard C. Ross; {10) Ralph R. Shaw
*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.
________________
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.
_________________________________Dated: _________
Signature
[Please sign within the box]
_________________________________Dated: __________
Signature
(Joint Owners)
If you mark the box below, you must return the proxy card by mail
to have this information recorded.
Please indicate if you plan to attend the Special Meeting of the
Shareholders.
I plan to attend the Special Meeting of the Shareholders. |_|
AQUILA CASCADIA EQUITY FUND-Class C
PROXY FOR A SPECIAL MEETING Of THE SHAREHOLDERS MAY 8, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of AQUILA CASCADIA EQUITY FUND
(the "Fund) 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 Special Meeting of Shareholders of the Fund to be held
on Friday, May 8, 2000 at the Oregon Convention Center, 777 N. E.
Martin Luther King, Jr. Blvd, Portland, Oregon, at 3:30 p.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.
Telephone Voting (Touch-tone only)
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 instruction 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 Fund 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.
Proxy Card Voting
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.
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED BELOW OR
FOR ALL NOMINEES IF NO CHOICE IS INDICATED.
As to any other matter said proxies shall vote in accordance
with their best judgment.
Special Meeting Attendance
We encourage you to attend the Special Meeting of Shareholders.
If you can join us, please indicate it on the proxy card, call us
at 1-800-888-322-7223, or e-mail us at info@aquilafunds.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
_________________________________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
AQUILA CASCADIA EQUITY FUND
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)
Election of Trustees
2) Lacy B. Herrmann*; 2) Vernon R Alden; 3) David B.
Frohnmayer; 4) James A. Gardner; 5) Diana P. Herrmann*; 6)
Sterling K. Jenson; 7) Raymond H. Lung; 8) John W. Mitchell; 9)
Richard C. Ross; {10) Ralph R. Shaw
*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.
________________
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.
_________________________________Dated: _________
Signature
[Please sign within the box]
_________________________________Dated: __________
Signature
(Joint Owners)
If you mark the box below, you must return the proxy card by mail
to have this information recorded.
Please indicate if you plan to attend the Special Meeting of the
Shareholders.
I plan to attend the Special Meeting of the Shareholders. |_|
AQUILA CASCADIA EQUITY FUND-Class Y
PROXY FOR A SPECIAL MEETING Of THE SHAREHOLDERS MAY 8, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of AQUILA CASCADIA EQUITY FUND
(the "Fund) 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 Special Meeting of Shareholders of the Fund to be held
on Friday, May 8, 2000 at the Oregon Convention Center, 777 N. E.
Martin Luther King, Jr. Blvd, Portland, Oregon, at 3:30 p.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.
Telephone Voting (Touch-tone only)
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 instruction 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 Fund 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.
Proxy Card Voting
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.
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED BELOW OR
FOR ALL NOMINEES IF NO CHOICE IS INDICATED.
As to any other matter said proxies shall vote in accordance
with their best judgment.
Special Meeting Attendance
We encourage you to attend the Special Meeting of Shareholders.
If you can join us, please indicate it on the proxy card, call us
at 1-800-888-322-7223, or e-mail us at info@aquilafunds.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
_________________________________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
AQUILA CASCADIA EQUITY FUND
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)
Election of Trustees
3) Lacy B. Herrmann*; 2) Vernon R Alden; 3) David B.
Frohnmayer; 4) James A. Gardner; 5) Diana P. Herrmann*; 6)
Sterling K. Jenson; 7) Raymond H. Lung; 8) John W. Mitchell; 9)
Richard C. Ross; {10) Ralph R. Shaw
*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.
________________
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.
_________________________________Dated: _________
Signature
[Please sign within the box]
_________________________________Dated: __________
Signature
(Joint Owners)
If you mark the box below, you must return the proxy card by mail
to have this information recorded.
Please indicate if you plan to attend the Special Meeting of the
Shareholders.
I plan to attend the Special Meeting of the Shareholders. |_|