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, 2002
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 Tuesday, May 7, 2002
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, 2002 (Proposal No. 2);
(iii)to act upon any other matters which may properly come
before the Meeting at the scheduled time and place or
any adjourned meeting or meetings.
Who Can Vote
What Shares: (d) To vote at the Meeting, you must have been a shareholder on
the Trust's records at the close of business on March 5,
2002 (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 20, 2002
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.
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. Bancorp Asset Management, Inc. (the "Sub-Adviser"), 555 S.W.
Oak Street, Portland, Oregon 97204
A copy of the Trust's most recent annual report will be sent to you without
charge upon written request to the Distributor, at that address or by calling
800-437-1020 toll-free or 212-697-6666.
This Notice and Proxy Statement are first being mailed on or about March
20, 2002.
You should read the Proxy Statement prior to voting. If your shares are
registered in the name of your broker or someone other than yourself, you may
authorize that person to vote your shares. If your shares are registered in your
name, you may vote in one of three ways:
(1) Proxy Card
The enclosed proxy card authorizes the persons named (or their substitutes)
to vote your shares; the Trust calls these persons the "proxy holders." As to
the election of Trustees you may authorize the proxy holders to vote your shares
for the entire slate indicated below by marking the appropriate box on the proxy
card or by merely signing and returning your proxy card with no instructions. Or
you may withhold the authority of the proxy holders to vote on the election of
Trustees by marking the appropriate box. Also, you may withhold that authority
as to any particular nominee by following the instructions on the proxy card.
As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on this proposal by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
a box on the proposal, the proxy holders will vote your shares for that
proposal.
(2) 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.
(3) Internet Voting
To vote your shares by the Internet, please contact the Trust at the
Internet address shown on your proxy card. You will be prompted to enter the
control number on your proxy card. Follow the instructions on the screen, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
General Information
You may end the power of the proxy holders to vote your shares by: (i) so
notifying the Trust in writing; (ii) signing a new and different proxy card (if
the Trust receives it before the old one is used); (iii) voting your shares at
the meeting in person or by your duly appointed agent; or (iv) calling the toll
free number provided above or contacting the Trust's Internet address described
above, entering your control number and revoking your previous vote.
Shares held by brokers in "street name" and not voted or marked as
abstentions will not be counted for purposes of determining a quorum or voted on
any matter or otherwise counted as present in determining voting results.
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,
$10.68; Class C Shares, $10.67; and Class Y Shares, $10.67. The meeting is
expected to act only upon matters that affect the Trust as a whole: the election
of Trustees and the selection of independent auditors. On matters that affect
the Trust as a whole, all shareholders of the Trust, including the shareholders
of all classes of shares of the Trust, are entitled to vote at the meeting.
On the record date, the total number of shares outstanding for each class
of shares was as follows: Class A Shares, 29,474,570; Class C Shares, 1,631,856;
and Class Y Shares, 2,164,537.
On the record date, the following holders held 5% or more of the
outstanding shares of a class of Trust shares. On the basis of information
received from the institutional 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 277,627 Class C Shares 17.01%
National Financial
Services Corporation
200 Liberty Street
New York, NY 1,918,236 Class Y Shares 88.62%
The Trust's management is not aware of any other person beneficially owning
more than 5% of any class of its outstanding shares as of such date.
Election of Trustees
(Proposal No. 1)
At the Meeting, nine Trustees are to be elected. Each Trustee elected will
serve until the next annual meeting or until his or her successor is duly
elected. The nominees selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can vote your shares in the
election of Trustees.
The following material includes the name, positions with the Trust,
address, date of birth and business experience during at least the past five
years of each nominee and each officer of the Trust. All shares of the Trust
listed as owned by the Trustees are Class A Shares unless indicated otherwise.
All of the nominees are presently Trustees and were elected by the shareholders
in April, 2001, except for Patricia L. Moss and Nancy Wilgenbusch, who were
elected by the Trustees to take office January 1, 2002.
Trustees
and Officers
Number of
Positions Held Portfolios in
with Fund Complex
Trust Overseen by
Name, Address(1) and and Length of Principal Occupation(s) Trustee Other Directorships
Date of Birth Service(2) During Past 5 Years Held by Trustee
Interested Trustees(3)
Lacy B. Herrmann Chairman of the Founder and Chairman of the 14 Director or trustee, OCC Cash
New York, NY Board of Board, Aquila Management Reserves, Inc., OCC
(05/12/29) Trustees since Corporation, the sponsoring Accumulation Trust, Oppenheimer
1985 organization and Manager or Quest Value Funds Group,
Administrator and/or Adviser or Oppenheimer Small Cap Value
Sub-Adviser to the Aquilasm Fund, Oppenheimer Midcap Fund,
Group of Funds (4) and Founder, and Oppenheimer Rochester Group
Chairman of the Board of of Funds.
Trustees and (currently or until
1998) President of each since
its establishment, beginning in
1984; Director of the
Distributor since 1981and
formerly Vice President or
Secretary, 1981-1998; President
and a director, STCM Management
Company, Inc., sponsor and
investment adviser to Capital
Cash Management Trust and
Capital Cash U.S. Government
Securities Trust, since 1973;
Trustee Emeritus, Brown
University and active in
university, school and
charitable organizations.
Diana P. Herrmann Trustee since President and Chief Operating 9 None
New York, NY 1994 and Officer of the Manager since
(02/25/58) President 1997, a Director since 1984,
since 1998 Secretary since 1986 and
previously its Executive Vice
President, Senior Vice President
or Vice President, 1986-1997;
President, Senior Vice President
or Executive Vice President of
the Aquilasm Group of Funds
since 1986; Director of the
Distributor since 1997; trustee,
Reserve Money-Market Funds,
1999-2000 and Reserve Private
Equity Series, 1998-2000; active
in mutual fund and trade
organizations and in charitable
and volunteer organizations.
Raymond H. Lung Trustee since Retired; trustee, Qualivest 2 None
Portland, OR 1992 Group of Funds, 1994-1997;
(12/24/26) former Executive Vice President
and Executive Trust Officer,
U.S. National Bank of Oregon;
previously active in bank trade
organizations and director of
certain Pacific Northwest
companies.
John W. Mitchell Trustee since Principal of M & H Economic 2 None
Portland, OR 1999 Consultants; Economist, Western
(07/13/44) Region, for U. S. Bancorp since
1998; Chief Economist, U.S.
Bancorp, Portland, Oregon,
1983-1998; member, Oregon
Governor's Council of Economic
Advisors, 1984-1998; Chairman,
Oregon Governor's Technical
Advisory Committee for Tax
Review in 1998.
Non-interested
Trustees
David B. Frohnmayer Trustee since President, University of Oregon 2 Umpqua Holding Company
Eugene, OR 1997 since 1994; former Dean of the
(07/09/40) University of Oregon Law School
and former Attorney General of
the State of Oregon.
James A. Gardner Trustee since President, Gardner Associates, 2 None
Terrebonne, OR 1986 an investment and real estate
(07/06/43) firm, since 1989; partner, the
Canyons Ranch, a real estate
firm, since 1991; President
Emeritus, Lewis and Clark
College and Law School;
director, Oregon High
Desert Museum since 1989;
active in civic, business,
educational and church
organizations in Oregon.
Patricia L. Moss Trustee since President and Chief Executive 2 Cascade Bancorp and Bank of
Bend, OR 2002 Officer, Cascade Bancorp & Bank the Cascades(5)
(07/23/53) of the Cascades since 1998, and
Executive Vice President &
director, Chief Financial
Officer, Chief Operating
Officer, 1987-1998; director,
Oregon Bankers Association;
active in community and
educational organizations.
Ralph R. Shaw Trustee since General Partner, Shaw Management 2 Schnitzer Steel Industries,
Portland, OR 2000 Company, an investment Inc., Magni Systems, Inc.,
(08/23/38) counseling firm, since 1980, of Severon Corporation
Shaw Venture Partners since (formerly Micromonitors,
1982, of Shaw Venture Partners Inc.), Integra Telecom, Inc.
II since 1987 and of Shaw (formerly OGIT
Venture Partners III since 1994 Communications, Inc.),
(US Bancorp, parent of the Dendreon Corporation
Sub-Adviser, is a limited (formerly Activated Cell
partner in the last three Therapy, Inc.), LaTIS, Inc.,
ventures); active in local civic Telestream, Inc., 3PF.com,
and charitable organizations. Inc. (formerly ComAlliance,
Inc.), BMG Seltec Corp.
Nancy Wilgenbusch Trustee since President, Marylhurst University 2 Chair, Oregon Regional
Marylhurst, OR 2002 since 1984; member, Ethics Advisory Board for
(09/17/47) Committee of the American PacifiCorp ; member,
Institute of Certified Public PacifiCorp Advisory Board
Accountants; active board member for Scottish Power; Chair,
of a number of civic Portland Branch of the
organizations. Federal Reserve Bank of San
Francisco; director, Cascade
Corporation.
Officers
James M. McCullough Senior Vice Senior Vice President or Vice N/A N/A
Portland, OR (06/11/45) President President of five Aquila Bond
since 1999 and Equity Funds; Senior Vice
President of the Distributor
since 2000; Director of Fixed
Income Institutional Sales, CIBC
Oppenheimer & Co. Inc., Seattle,
WA, 1995-1999.
Christine L. Neimeth Vice President Vice President of three Aquila N/A N/A
Portland, OR since 1998 Bond and Equity Funds;
(02/10/64) Management Information Systems
consultant, Hillcrest Ski and
Sport, 1997; Institutional
Municipal Bond Salesperson,
Pacific Crest Securities, 1996;
active in college alumni and
volunteer organizations.
Rose F. Marotta Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquilasm Group of Funds since
(05/08/24) Officer since 1991 and Treasurer, 1981-1991;
1991 Treasurer and director , STCM
Management Company, Inc., since
1974; Treasurer of the Manager
since 1984 and of the
Distributor, 1985-2000.
Joseph P. DiMaggio Treasurer Treasurer of the Aquilasm Group N/A N/A
New York, NY since 2000 of Funds and the Distributor
(11/06/56) since 2000; Controller, Van Eck
Global Funds, 1993-2000.
Edward M. W. Hines Secretary Partner, Hollyer Brady Smith & N/A N/A
New York, NY since 1985 Hines LLP, legal counsel to the
(12/16/39) Trust, since 1989; Secretary of
the Aquilasm Group of Funds.
Lori A. Vindigni Money- Market, Assistant Treasurer of the N/A N/A
New York, NY Bond and Aquilasm Group of Funds since
(11/02/66) Equity Funds: 2000; Assistant Vice President
Assistant of the Manager since 1998; Fund
Treasurer Accountant for the Aquilasm
since 2000 Group of Funds, 1995-1998.
Robert W. Anderson Assistant Compliance Officer of the N/A N/A
New York, NY (08/23/40) Secretary Manager since 1998 and Assistant
since 2000 Secretary of the Aquilasm Group
of Funds since 2000; Consultant,
The Wadsworth Group, 1995-1998.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquilasm Group of Funds since
since 1995 1995 and Vice President of the
five Aquila Money-Market Funds
since 1990; Vice President of
the Manager since 1990.
<FN>
(1) The mailing address of each Trustee and officer is c/o Tax-Free Trust of
Oregon, 380 Madison Avenue, New York, NY 10017.
</FN>
<FN>
(2) Each Trustee holds office until the next annual meeting of shareholders or
until his or her successor is elected and qualifies. The term of office of each
officer is one year.
</FN>
<FN>
(3) Mr. Herrmann and Ms. Herrmann are interested persons of the Trust, as that
term is defined in the 1940 Act, as officers of the Trust and affiliates of both
the Manager and the Distributor. Each is also an interested person as a member
of the immediate family of the other. Mr. Lung and Mr. Mitchell are interested
persons as security holders of the Sub-Adviser's parent.
</FN>
<FN>
(4) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust, Pacific Capital Tax-Free Cash Assets
Trust, Capital Cash Management Trust and Capital Cash U.S. Government Securities
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Bond Funds"; and
Aquila Cascadia Equity Fund and Aquila Rocky Mountain Equity Fund are called the
"Aquila Equity Funds"; considered together, these 14 funds are called the
"Aquilasm Group of Funds."
</FN>
<FN>
(5) Bank of the Cascades has a Federal Funds line of credit in the amount of
$3.5 million with U.S. Bank NA, an affiliate of the Sub-Adviser.
</FN>
Securities Holdings of the Trustees
(as of 12/31/01)
Dollar Range of Ownership Aggregate Dollar Range
in of
Name of Tax-Free Trust of Oregon(1) Ownership in Aquilasm
Investment Companies
Overseen by Trustee(1)
Interested Trustees
Lacy B. Herrmann B E
Diana P. Herrmann B D
Raymond H. Lung E E
John W. Mitchell C C
Non-interested Trustees
David B. Frohnmayer B B
James A. Gardner B B
Patricia L. Moss C(2) C(2)
Ralph R. Shaw C C
Nancy Wilgenbusch B(3) B(3)
(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000
(2) Purchased February 5, 2002.
(3) Purchased March 22, 2002.
None of the non-interested Trustees or their immediate family members holds
of record or beneficially any securities of the Manager, the Sub-Adviser or the
Distributor.
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, 2001, the Trust paid a total of $104,696 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 7,800 9,950 2
James A.
Gardner 11,000 14,300 2
Raymond H.
Lung 9,300 12,150 2
John W.
Mitchell 8,950 11,450 2
Ralph R. 9,300 11,800 2
Shaw
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. As of February 28, 2002 these funds had aggregate assets of approximately
$3.5 billion, of which approximately $2.0 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, 2001 the Trust incurred Management
fees of $1,317,686.
During the fiscal year ended September 30, 2001, $447,670 was paid under
Part I of the Trust's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $16,998 was retained by the Distributor. With
respect to Class C Shares, during the same period $64,698 was paid under Part II
of the Plan and $21,566 was paid under the Shareholder Services Plan. Of these
total payments of $86,264, the Distributor received $59,643. 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 who are not "interested persons" of the Trust, as that term is
defined in the 1940 Act. The members of the Audit Committee are David B.
Frohnmayer, James A. Gardner, Patricia L. Moss, Ralph R. Shaw and Nancy
Wilgenbusch. None of the members of the Committee is an "interested person" of
the Trust. 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.
During the Trust's last fiscal year, the Board of Trustees held four
meetings. Except for Ms. Moss and Ms. Wilgenbusch, who took office January 1,
2002, each current Trustee was present for at least 75% of the total number of
Board meetings and Audit Committee meetings (if such Trustee was a member of
that committee). The Board of Trustees does not have a nominating committee.
Since the beginning of the Trust's most recently completed fiscal year, no
Trustee purchased or sold shares of the Manager, Sub-Adviser or the parents or
subsidiaries of either except for Ms. Moss, whose husband sold all of his shares
of the Sub-Adviser's parent before she became a Trustee.
Ratification or Rejection
of Selection of
Independent Auditors
(Proposal No. 2)
KPMG LLP ("KPMG"), which is currently serving as the Trust's independent
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, 2002. Such selection is submitted to the
shareholders for ratification or rejection.
The Trust paid the following fees to KPMG during the fiscal year ended
September 30, 2001:
Audit Fees: $17,000
Financial Information
Systems Design and Implementation 0
All Other Fees $6,027
(Fees for preparation
of the Trust's tax
returns and correspondence,
tax-equivalent yields.)
KPMG 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 has reviewed all
services performed and fees charged by KPMG and has determined that the
provision of non-audit services reflected in the table is compatible with
maintaining KPMG's independence. The Committee has recommended to the Trustees
that KPMG be reappointed for the fiscal year ending September 30, 2002.
KPMG has no direct or indirect financial interest in the Trust, the Manager
or the Sub-Adviser. It is expected that representatives of KPMG 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, 2002
PROXY STATEMENT
Aquilasm Group of Funds
Tax-Free Trust of Oregon
Proxy for Shareholders Meeting May 7, 2002
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 Tuesday, May 7, 2002 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
www.proxyvote.com
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
For address changes and/or comments, please check this box and write them on the
back. [_]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. Election of Trustees
1) Lacy B. Herrmann*; 2) David B. Frohnmayer; 03) James A. Gardner; 04) Diana
P. Herrmann*; 05) Raymond H. Lung*; 06) John W. Mitchell*; 07) Patricia L Moss;
8) Ralph R. Shaw; 9) Nancy Wilgenbusch
* 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 Eugene[__]
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)