TAX-FREE TRUST OF OREGON
Supplement to the Proxy Statement
Dated March 12, 2001
The following is added to the material under Proposal No. 2 (Ratification
or Rejection of Selection of Independent Auditors).
Description of fees paid during the fiscal year ended September 30, 2000 to the
Trust's independent auditors, KPMG LLP.
Audit Fees: $17,000
Financial Information
Systems Design and Implementation 0
All Other Fees $ 7,750
(Fees for preparation of the Trust's tax returns
and correspondence, tax-equivalent yield.)
KPMG LLP did not perform any services during the fiscal year for the Trust's
investment adviser (the "Manager") or any entity controlling, controlled by or
under common control with the Manager that provides services to the Trust.
The audit committee of the Trust's Board of Trustees, which consists of all of
the independent Trustees, has reviewed all services performed and fees charged
by KPMG LLP and has accepted that firm's representation that it is independent
in recommending re-appointment of KPMG LLP for the fiscal year ending September
30, 2001.
The date of this supplement is April 12, 2001
Important Notice
Please Read Immediately
Aquilasm Group of Funds
Tax-Free Trust of Oregon 380 Madison Avenue, Suite
2300, New York, N Y 10017
Notice of Annual Meeting of
Shareholders to Be Held
on May 7, 2001
To Shareholders of the Trust:
The purpose of this Notice is to advise you that an Annual Meeting of the
Shareholders of Tax-Free Trust of Oregon (the "Trust"), the only series of the
Cascades Trust, will be held:
Place: (a) at the World Forestry Center
Cheatham Hall, 4033 SW Canyon Road
Portland, Oregon;
Time: (b) on Monday, May 7, 2001
at 2:00 p.m. local time;
Purposes: (c) for the following purposes:
(i) to elect nine Trustees; each Trustee elected will hold
office until the next annual meeting of the Trust's
shareholders or until his or her successor is duly
elected(Proposal No. 1);
(ii) to ratify (that is, to approve) or reject the selection
of KPMG LLP as the Trust's independent auditors for the
fiscal year ending September 30, 2001 (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 February 9, 2001 (the "record date").
Also, the number of shares of each of the Trust's
outstanding classes of shares that you held at that
time and the respective net asset values of each
class of shares at that time determine the number of
votes you may cast at the Meeting (or any adjourned
meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
March 12, 2001
Please Note:
If you do not expect to attend the Meeting, please vote by any of three ways: by
telephone, by the Internet or by completing the enclosed proxy card and
returning it in the accompanying stamped envelope. To avoid unnecessary expense
to the Trust, we request your cooperation in voting no matter how large or small
your holding may be.
Tax-Free Trust of Oregon
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 Tax-Free Trust of Oregon (the "Trust") the only series of the
Cascades Trust. The purpose of this Proxy Statement (all the rest of this
document) is to give you information on which you may base your decisions as to
the choices, if any, you make in voting.
A copy of the Trust's most recent annual report and most recent
semi-annual report will be sent to you without charge upon written request to
the Trust's Distributor, Aquila Distributors, Inc., 380 Madison Avenue, Suite
2300, New York, NY 10017 or by calling 800-437-1020 toll free or 212-697-6666.
The Trust's founder and Manager (the "Manager") 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. The Trust's Investment
Sub-Adviser is U.S. Bank National Association (the "Sub-Adviser"), 601 Second
Avenue, Minneapolis, MN 55402.
This Notice and Proxy Statement are first being mailed on or about
March 12, 2001.
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 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 the box on the proposal, the proxy holders will vote your shares for that
proposal.
Telephone Voting
To vote your shares by telephone, call the toll free number on
your proxy card. You will be prompted to enter the control number on your proxy
card. Follow the recorded instructions using your proxy card as a guide. If you
vote by phone, you need not return the proxy card by mail.
Internet Voting
To vote your shares by the Internet, please contact the Trust at the
address shown on your proxy card. You will be prompted to enter the control
number on your proxy card. Follow the instructions on the screen, using your
proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
General Information
You may end the power of the proxy holders to vote your shares by: (i)
so notifying the Trust in writing; (ii) signing a new and different proxy card
(if the Trust receives it before the old one is used); (iii) voting your shares
at the meeting in person or by your duly appointed agent; or (iv) calling the
toll free number described above or contacting the Trust's Internet address
described above, entering your control number and revoking your previous vote.
Shares held by brokers in "street name" and not voted or marked as
abstentions will not be counted for purposes of determining a quorum or voted on
any matter.
The Trust is sending you this Notice and Proxy Statement in connection
with the solicitation by its Trustees of proxies to be used at the Annual
Meeting to be held at the time and place and for the purposes indicated in the
Notice or any adjourned meeting or meetings. Whenever it is stated in this Proxy
Statement that a matter is to be acted on at the Meeting, this means the Meeting
held at the scheduled time or any adjourned meeting or meetings.
The Trust pays the costs of the solicitation. Proxies are being
solicited by the use of the mails; they may also be solicited by telephone,
facsimile and personal interviews. Brokerage firms, banks and others may be
requested to forward this Notice and Proxy Statement to beneficial owners of the
Trust's shares so that these owners may authorize the voting of their shares.
The Trust will pay these firms their out-of-pocket expenses for doing so.
On the record date, the Trust had three classes of shares outstanding.
All shareholders of the Trust are entitled to vote at the meeting. Each
shareholder on the record date is entitled to one vote for each dollar (and a
proportionate fractional vote for each fraction of a dollar) of net asset value
(determined as of the record date) represented by full and fractional shares of
any class held on the record date. On the record date, the net asset value per
share of each of the Trust's outstanding classes of shares was as follows: Class
A Shares, $10.63; Class C Shares, $10.62; and Class Y Shares, $10.63 The meeting
is expected to act only upon matters that affect the Trust as a whole: the
election of Trustees and the action on the proposal. On matters that affect the
Trust as a whole, all shareholders of the Trust, including the shareholders of
all classes 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, 28,208,780; Class C Shares,
648,412; and Class Y Shares, 2,149,312.
On the record date, the following institutional holders held 5% or more of the
Trust's outstanding shares. On the basis of information received from the
holders the Trust'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
Institutional 5% shareholders
Merrill, Lynch,
Pierce, Fenner &
Smith, Inc.,
4800 Deer Lake
Drive East,
Jacksonville, FL 1,558,202 Class A Shares 5.52%
101,745 Class C Shares 15.69%
Fiserv Securities Inc.
One Commerce Square
2005 Market St
Philadelphia, PA 70,070 Class C Shares 10.81%
Wedbush Morgan Securities,
1000 Wilshire Blvd.,
Los Angeles, CA 40,014 Class C Shares 6.17%
US Bankcorp Investments Inc.
100 S. Fifth St.
Minneapolis, MN
50,253 Class C Shares 7.75%
(held in 3 accounts)
US Bank National
Association
PO Box 64010
St. Paul, MN 781,952 Class Y Shares 36.38%
(as custodian) (held in 9 accounts)
The Trust's management is not aware of any other person beneficially owning
more than 5% of any class of its outstanding shares as of such date.
Election of Trustees
(Proposal No. 1)
At the Meeting, nine Trustees are to be elected. Each Trustee elected
will serve until the next annual meeting or until his or her successor is duly
elected. The nominees selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can 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 elected by the shareholders
in May 2000 except for Mr. Leach. The Trustees and officers as a group own less
than 1% of the outstanding shares of the Trust. In the material below and
elsewhere in this Proxy Statement, Aquila Management Corporation is referred to
as the "Manager" 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
Manager and the Distributor. Ms. Herrmann is an interested person of the Trust
as an officer of the Trust, an officer, director and shareholder of the Manager
and a shareholder and director of the Distributor. Each is also an interested
person as a member of the immediate family of the other. Mr. Lung is an
interested person as a security holder of the Sub-Adviser's parent. Mr. Mitchell
is an interested person as a security holder of the Sub-Adviser's parent. They
are so designated by an asterisk.
In the following material Hawaiian Tax-Free Trust, Tax-Free Trust of
Arizona, Tax-Free Trust of Oregon (this Trust), 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"; Capital Cash Management Trust, Capital Cash U.S.
Government Securities Trust, 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"; and Aquila Cascadia Equity Fund and Aquila Rocky Mountain
Equity Fund are called the "Aquila Equity Funds."
Described in the following material are the name, positions with the
Trust, address, age as of the record date and business experience during at
least the past five years of each nominee and each officer of the Trust. All
shares listed as owned by the Trustees are Class A Shares unless indicated
otherwise.
Name, Position Business Experience
with the Trust,
Address, Age
Lacy B. Herrmann* Founder and Chairman of the Board of Aquila
Chairman of the Management Corporation, the sponsoring
Board of Trustees organization and Manager or Administrator
380 Madison Avenue and/or Adviser or Sub-Adviser to the
New York, NY Aquila Money-Market Funds, the Aquila Bond
10017 Funds and the Aquila Equity Funds,
Age: 71 and Founder, Chairman of the Board of Trustees
Shares Owned: 217 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
and Capital Cash U.S. Government Securities
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.
David B. Frohnmayer President, University of Oregon since
Trustee 1994;Dean of the University of Oregon
University of Oregon Law School, 1992-1994; Attorney General
110 Johnson Hall of the State of Oregon, 1981-1991;
Eugene, OR 97403 Trustee of Aquila Cascadia Equity Fund
Age: 60 and Tax-Free Trust of Oregon (this Trust)
Shares Owned: 537(1) since 1997.
(1) Held jointly with his wife.
James A. Gardner President of Gardner Associates,
Trustee an investment and real estate firm,
1336 NE Eby Ave since 1970; President Emeritus of
Terrebonne, Lewis and Clark College and Law
OR 97760 School since 1989 and President,
Age: 57 1981-1989; Program Officer and County
Shares Owned: 377(2) 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(this Trust)
since 1986 and of Cascades Cash Fund,
1989-1994; Trustee of Aquila Cascadia Equity
Fund since 1996; Director of the Oregon High
Desert Museum since 1989; active in civic,
business, educational and church organizations
in Oregon.
(2) Held as of 3/05/01.
Diana P. Herrmann* President and Chief Operating Officer of
Trustee and President the Manager since 1997, a
380 Madison Director since 1984, Secretary since 1986
Avenue and previously its Executive Vice
New York, President, Senior Vice President
NY 10017 or Vice President, 1986-1997;
Age: 42 President of various Aquila Bond and
Shares Owned: 676 Money-Market Funds since 1998; Assistant
Vice President, Vice President, Senior Vice
President or Executive Vice President of Aquila
Money-Market, Bond and Equity Funds since 1986;
Trustee of a number of Aquila Money-Market,
Bond and Equity Funds since 1995; Trustee of
Reserve Money-Market Funds, 1999-2000 and of
Reserve Private Equity Series, 1998-2000;
Assistant Vice President and formerly Loan
Officer of European American Bank, 1981-1986;
daughter of the Trust's Chairman; Trustee of
the Leopold Schepp Foundation (academic
scholarships) since 1995; actively involved in
mutual fund and trade associations and in
college and other volunteer organizations.
Sterling K. Jenson Managing Principal, Institutional Asset
Trustee Management, Wells Fargo, 2000-present;
61 South Main Street President and Chief Executive Officer of
Salt Lake City, UT 84111 First Security Investment Management
Age: 48 1995-2000 and Senior Vice President,
Shares Owned: 188(3) 1990-1995; Chartered Financial Analyst(CFA)
since 1984; Trustee of Aquila Cascadia Equity
Fund and Tax-Free Trust of Oregon (this
Trust)since 1999; past President of Salt Lake
City Society of Financial Analysts (1996-1997);
member of various investment-related and
charitable organizations.
(3) Held as of 2/13/01.
Timothy J. Leach Executive Vice President & Chief Investment
Trustee Officer, Private Asset Management, Wells Fargo,
420 Montgomery Street San Francisco, CA, 1999-present;
San Francisco, CA 94104 President and Chief Investment Officer of
Age: 44 ABN Amro Asset Management(USA), 1998-1999;
Shares Owned: 943(4) President & Chief Investment Officer of
Qualivest Capital Management Inc. and Senior
Vice President & CIO, Trust & Investment Group,
US Bancorp, Portland, OR, 1994-1998. Member of
the San Francisco Society of Financial
Analysts.
(4) Held as of 3/05/01 jointly with his wife.
Raymond H. Lung* Retired; Trustee of Qualivest Group of
Trustee Funds, 1994-1997; Executive Vice
16199 NW President and Executive Trust Officer of
Canterwood Way, U.S. National Bank of Oregon, 1989-1991;
Portland, OR 97229 Senior Vice President and Executive Trust
Age: 74 Officer, 1980-1989; various other management
Shares Owned: 29,804(5) 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 (this Trust)since 1992, of
Cascades Cash Fund, 1992-1994 and of Aquila
Cascadia Equity Fund since 1996.
(5) Held with his wife as Trustees.
John W. Mitchell* Principal of M & H Economic
Trustee Consultants; Economist, Western Region,
P.O. Box 40012 for U. S. Bancorp since 1998;
Portland, OR 97240 Chief Economist of U.S. Bancorp,
Age: 56 Portland, Oregon, 1983-1998;
Shares Owned: 956 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 and Tax Free Trust of Oregon
(this Trust) since 1999.
Ralph R. Shaw General Partner, Shaw Management Company,
Trustee an investment counseling firm, since
400 SW Sixth Avenue 1980, of Shaw Venture Partners since 1983,
Suite 1100 of Shaw Venture Partners II since 1987
Portland, OR 97204 and of Shaw Venture Partners III since 1994.
Age: 62 (US Bancorp, parent of the Sub-Adviser, is a
Shares Owned: 1,026 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., 3PF.COM, Inc.(formerly ComAlliance, Inc.),
Automation Solutions International and BMG
Seltec Corp. Additionally, he serves on the
Board of Advisors of K-2 Designs, Inc. and as
trustee of the Tax-Free Trust of Oregon
(this Trust) and Aquila Cascadia Equity Fund
since 2000. He is active in local civic and
charitable organizations.
James M. McCullough Senior Vice President of Aquila
Senior Vice Cascadia Equity Fund, Aquila Rocky
President Mountain Equity Fund, Tax-Free Fund
2019 Lloyd Center of Colorado and Tax-Free Trust of Oregon
Portland, OR 97232 (this Trust) since 1999 and of Aquila
Age: 56 Distributors since 2000; Vice President,
Churchill Tax-Free Fund of Kentucky since 2000;
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.
Kerry A. Lemert Vice President of Aquila Cascadia Equity
Vice President Fund and Tax-Free Trust of Oregon (this Trust)
2019 Lloyd Center since 1998; Assistant Vice President, Black &
Portland, OR 97232 Co., 1997-1998; Dealer-Sales and Assistant
Age: 46 Municipal bond trader, Pacific Crest Securities,
1994-1997; Assistant Municipal Bond Trader,
Registered Sales
Assistant, Paine Webber Inc., Portland OR,
1988-1994; Sales
Assistant, E.F. Hutton & Co., Inc., Portland,
OR, 1984-1988.
Christine L. Neimeth Vice President of Aquila Cascadia Equity
Vice President Fund and Tax-Free Trust of Oregon (this
2019 Lloyd Center Trust) since 1998; Management Information
Portland, OR 97232 Systems consultant, Hillcrest Ski and
Age: 36 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 Officer Money-Market, Bond and Equity Funds
380 Madison Avenue since 1991 and Treasurer, 1981-1991;
New York, NY formerly Treasurer of the predecessor of
10017 Capital Cash Management Trust; Treasurer
Age: 76 and Director of STCM Management Company,
Inc., since 1974; Chief Financial Officer
of the Manager since 1984 and of the
Distributor, 1985-2000.
Joseph P. DiMaggio Treasurer of the Aquila Money-Market,
Treasurer Bond and Equity Funds since 2001; Treasurer
380 Madison Avenue of Aquila Distributors, Inc. since
New York, NY 10017 2000; Controller of Van Eck Global Funds,
Age: 44 1993-2000; Mutual Fund Accounting Manager
of Alliance Capital Management L.P., 1985-1993.
Lori A Vindigni Assistant Vice President of Aquila Management
Assistant Treasurer Corporation since 1998, formerly Fund Accountant
380 Madison Avenue for the Aquila Group of Investment Companies
New York, NY since 1995; Staff Officer and Fund Accountant of
10017 Citibank Global Asset Management Group of
Age: 34 Investment Companies, 1994-1995; Fund Accounting
Supervisor of Dean Witter Group of
Investment Companies, 1990-1994.
Edward M. W. Hines Partner of Hollyer Brady Smith & Hines
Secretary LLP, attorneys, since 1989 and counsel,
551 Fifth Avenue 1987-1989; Secretary of the Aquila Money-Market,
New York, NY Bond and Equity Funds since 1982; Secretary
10176 of Trinity Liquid Assets Trust, 1982-1985 and
Age: 61 Trustee of that Trust, 1985-1986; Secretary of
Oxford Cash Management Fund, 1982-1988.
Robert W. Anderson Compliance Officer of Aquila Management
Assistant Secretary Corporation since 1998 and Assistant
380 Madison Avenue Secretary of the Aquila Money-Market Funds
New York, NY 10017 and the Aquila Bond and Equity Funds since 2000;
Age: 60 Consultant, The Wadsworth Group, 1995-1998;
Executive Vice President of Sheffield Management
Company (investment adviser and distributor of a
mutual fund group), 1986-1995.
John M. Herndon Assistant Secretary of the Aquila Money-
Assistant Secretary Market, Bond and Equity Funds since 1995
380 Madison Avenue and Vice President of the Aquila Money-
New York, NY Market Funds since 1990; Vice President of
10017 the Manager since 1990; Investment
Age: 61 Services Consultant and Bank Services Executive
of Wright Investors' Service, a registered
investment adviser, 1983-1989; Member of the
American Finance Association, the Western Finance
Association and the Society of Quantitative
Analysts.
The Trust does not currently pay fees to any of the Trust's officers or
to Trustees affiliated with the Manager or the Sub-Adviser. For its fiscal year
ended September 30, 2000 the Trust paid a total of $91,902 in compensation and
reimbursement of expenses to the Trustees. No other compensation or remuneration
of any type, direct or contingent, was paid by the Trust to its Trustees.
The Trust is one of the 14 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money-market funds and equity funds.
The following table lists the compensation of all nominees for Trustee who
received compensation from the Trust or from other funds in the Aquilasm Group
of Funds during the Trust's fiscal year. None of such Trustees has any pension
or retirement benefits from the Trust or any of the other funds in the Aquila
group.
Compensation Number of
from all boards on
Compensation funds which the
from the in the Trustee
Trust Aquilasm serves
Name Group of
Funds
David B.
Frohnmayer 7,400 9,250 2
James A.
Gardner 9,400 11,900 2
Sterling K.
Jenson 8,200 10,050 2
Raymond H.
Lung 8,900 11,800 2
John W.
Mitchell 8,300 10,600 2
Ralph R.
Shaw 6,250 7,750 2
Class A Shares may be purchased without a sales charge by certain of
the Trust's Trustees and officers.
The Trust'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, 2000 these funds had aggregate assets of
approximately $3.1 billion, of which approximately $1.8 billion consisted of
assets of the tax-free municipal bond funds. The Manager is controlled by Mr.
Lacy B. Herrmann, through share ownership directly, through a trust and by his
wife. During the fiscal year ended September 30, 2000 the Trust incurred
Management fees of $1,264,345.
During the fiscal year ended September 30, 2000, $439,079 was paid
under Part I of the Trust's Distribution Plan to Qualified Recipients with
respect to the Class A Shares, of which $15,277 was retained by the Distributor.
With respect to Class C Shares, during the same period $32,867 was paid under
Part II of the Plan and $10,956 was paid under the Shareholder Services Plan. Of
these total payments of $43,823, the Distributor received $24,831. All of such
payments were for compensation.
The Distributor currently handles the distribution of the shares of
fourteen funds (five money-market funds, seven tax-free municipal bond funds and
two equity funds), including the Trust. Under the Distribution Agreement, the
Distributor is responsible for the payment of certain printing and distribution
costs relating to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. The shares of
the Distributor are owned 24% by Diana P. Herrmann, 72% by Mr. Herrmann and
other members of his immediate family, and the balance by current employees of
Aquila Management Corporation.
Other Information on Trustees
The Trustees have appointed a standing Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not "interested
persons" of the Trust, as that term is defined in the 1940 Act. The Committee
(i) recommends to the Board of Trustees what firm of independent auditors will
be selected by the Board of Trustees (subject to shareholder ratification); (ii)
reviews the methods, scope and result of audits and the fees charged; and (iii)
reviews the adequacy of the Trust's internal accounting procedures and controls.
The Committee held {one} meeting during the Trust's last fiscal year. The Board
of Trustees does not have a nominating committee. During the Trust's last fiscal
year, the Board of Trustees held four meetings. 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).
Ratification or Rejection
of Selection of
Independent Auditors
(Proposal No. 2)
KPMG LLP, which is currently serving as the Trust's auditors, has been
selected by the Trust's Board of Trustees, including a majority of the
Independent Trustees, as the Trust's independent auditors for the fiscal year
ending September 30,2001. 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 Manager or the Trust's Sub-Adviser. It is expected that representatives
of the firm will not be present at the meeting but will be available should any
matter arise requiring their presence.
Receipt of
Shareholder Proposals
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under certain
conditions, be included in the Trust's proxy statement and proxy card for a
particular annual meeting. One of these conditions relates to the timely receipt
by the Trust of any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting after the
meeting to which this Proxy Statement relates must be received by the Trust not
less than 120 days before the anniversary of the date stated in this Proxy
Statement for the first mailing of this Proxy Statement. The date for such
submission could change, depending on the scheduled date for the next annual
meeting; if so, the Trust will so advise you.
The fact that the Trust receives a shareholder proposal in a timely
manner does not insure its inclusion in the Trust's proxy material, since there
are other requirements in the proxy rules relating to such inclusion.
Other Business
The Trust does not know of any other matter which will come up for
action at the Meeting. If any other matter or matters properly come up for
action at the Meeting, including any adjournment of the Meeting, the proxy
holders will vote the shares which your proxy card, telephone or internet vote
entitles them to vote, in accordance with their judgment on such matter or
matters, except as noted. That is, by signing and returning your proxy card or
by voting by telephone or the Internet, you give the proxy holders discretionary
authority as to any such matter or matters.
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
Tax-Free Trust of Oregon
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on May 7, 2001
PROXY STATEMENT
Aquilasm Group of Funds
Tax-Free Trust of Oregon CLASS-A
Proxy for Shareholders Meeting May 7, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of Tax-Free Trust of Oregon (the Trust) does
hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN and EDWARD M. W. HINES, or
any of them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Trust to be
held on Monday, May 7, 2001 at the World Forestry Center, Cheatham Hall, 4033 SW
Canyon Road, Portland, OR at 2:00 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.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on this proxy card. Follow
the simple recorded instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet voting
To vote your shares by the Internet, contact the Trust at
www.proxyvote.com You will be prompted to enter the 12-digit control number on
this proxy card. Follow the simple instructions at the website, using your proxy
card as a guide. If you vote by the Internet, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
Annual Meeting Attendance We encourage you to attend the Annual Meeting of
Shareholders. If you can join us, please indicate it on the proxy card 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
Tax-Free Trust of Oregon CLASS-A
For address changes and/or comments, please check this box and write
them on the back where indicated.
[-]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. Election of Trustees 01) Lacy B. Herrmann* 02) David B. Frohnmayer; 03) James
A. Gardner; 04) Diana P. Herrmann*; 05) Sterling K. Jenson; 06) Timothy J.
Leach; 07) Raymond H. Lung*; 08) John W. Mitchell*; 09) 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.
- ----------------
[bolded in printed form]
Management recommends a vote for all nominees listed above and for the
proposal listed below. The shares represented hereby will be voted as indicated
below or For if no choice is indicated.
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with
their best judgment.
Please indicate if you plan to attend one of the Shareholder Meetings. If you
mark one of the boxes below, you must return the proxy card by mail to have this
information recorded.
I plan to attend the annual meeting in Portland[__] I plan to
attend the outreach meeting in Salem[__]
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)
Aquilasm Group of Funds
Tax-Free Trust of Oregon CLASS-C
Proxy for Shareholders Meeting May 7, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of Tax-Free Trust of Oregon (the Trust) does
hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN and EDWARD M. W. HINES, or
any of them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Trust to be
held on Monday, May 7, 2001 at the World Forestry Center, Cheatham Hall, 4033 SW
Canyon Road, Portland, OR at 2:00 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.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on this proxy card. Follow
the simple recorded instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet voting
To vote your shares by the Internet, contact the Trust at
www.proxyvote.com You will be prompted to enter the 12-digit control number on
this proxy card. Follow the simple instructions at the website, using your proxy
card as a guide. If you vote by the Internet, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
Annual Meeting Attendance We encourage you to attend the Annual Meeting of
Shareholders. If you can join us, please indicate it on the proxy card 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
Tax-Free Trust of Oregon CLASS-C
For address changes and/or comments, please check this box and write
them on the back where indicated.
[-]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. Election of Trustees 01) Lacy B. Herrmann* 02) David B. Frohnmayer; 03) James
A. Gardner; 04) Diana P. Herrmann*; 05) Sterling K. Jenson; 06) Timothy J.
Leach; 07) Raymond H. Lung*; 08) John W. Mitchell*; 09) 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.
- ----------------
[bolded in printed form]
Management recommends a vote for all nominees listed above and for the
proposal listed below. The shares represented hereby will be voted as indicated
below or For if no choice is indicated.
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with
their best judgment.
Please indicate if you plan to attend one of the Shareholder Meetings. If you
mark one of the boxes below, you must return the proxy card by mail to have this
information recorded.
I plan to attend the annual meeting in Portland[__] I plan to
attend the outreach meeting in Salem[__]
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)
Aquilasm Group of Funds
Tax-Free Trust of Oregon CLASS-Y
Proxy for Shareholders Meeting May 7, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of Tax-Free Trust of Oregon (the Trust) does
hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN and EDWARD M. W. HINES, or
any of them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Trust to be
held on Monday, May 7, 2001 at the World Forestry Center, Cheatham Hall, 4033 SW
Canyon Road, Portland, OR at 2:00 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.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on this proxy card. Follow
the simple recorded instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet voting
To vote your shares by the Internet, contact the Trust at
www.proxyvote.com You will be prompted to enter the 12-digit control number on
this proxy card. Follow the simple instructions at the website, using your proxy
card as a guide. If you vote by the Internet, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
Annual Meeting Attendance We encourage you to attend the Annual Meeting of
Shareholders. If you can join us, please indicate it on the proxy card 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
Tax-Free Trust of Oregon CLASS-Y
For address changes and/or comments, please check this box and write
them on the back where indicated.
[-]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. Election of Trustees 01) Lacy B. Herrmann* 02) David B. Frohnmayer; 03) James
A. Gardner; 04) Diana P. Herrmann*; 05) Sterling K. Jenson; 06) Timothy J.
Leach; 07) Raymond H. Lung*; 08) John W. Mitchell*; 09) 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.
- ----------------
[bolded in printed form]
Management recommends a vote for all nominees listed above and for the
proposal listed below. The shares represented hereby will be voted as indicated
below or For if no choice is indicated.
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with
their best judgment.
Please indicate if you plan to attend one of the Shareholder Meetings. If you
mark one of the boxes below, you must return the proxy card by mail to have this
information recorded.
I plan to attend the annual meeting in Portland[__] I plan to
attend the outreach meeting in Salem[__]
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)