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 19, 2003
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 Oregon Museum of Science & Industry
1945 SE Water Avenue
Portland, Oregon;
Time: (b) on Monday, May 19, 2003
at 1:30 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 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, 2003 (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 21,
2003 (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 29, 2003
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 preceding this Proxy Statement 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 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 the above address, or by
calling 800-437-1020 toll-free or 212-697-6666.
This Notice and Proxy Statement are first being mailed on or about March
29, 2003.
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, then you may vote in one of three ways:
(1) Proxy Card
The enclosed proxy card authorizes the persons named (or their substitutes)
to vote your shares; the Trust calls these persons the "proxy holders." As to
the election of Trustees you may authorize the proxy holders to vote your shares
for the entire slate indicated below by marking the appropriate box on the proxy
card or by merely signing and returning your proxy card with no instructions. Or
you may withhold the authority of the proxy holders to vote on the election of
Trustees by marking the appropriate box. Also, you may withhold that authority
as to any particular nominee by following the instructions on the proxy card.
As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on this proposal by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
a box on the proposal, the proxy holders will vote your shares for that
proposal.
(2) 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 or contacting the Trust's Internet address, both of which
are detailed on your proxy card, entering your control number and revoking your
previous vote.
Proxies for shares held by brokers in "street name" and not voted or marked
as abstentions will be counted for purposes of determining a quorum. They will
be counted as present in determining voting results, which will have the same
effect as negative votes.
The Trust is sending you this Notice and Proxy Statement in connection with
the solicitation by its Trustees of proxies to be used at the Annual Meeting to
be held at the time and place and for the purposes indicated in the Notice or
any adjourned meeting or meetings. Whenever it is stated in this Proxy Statement
that a matter is to be acted on at the Meeting, this means the Meeting held at
the scheduled time or any adjourned meeting or meetings.
The Trust pays the costs of the solicitation. Proxies are being solicited
by the use of the mails; they may also be solicited by telephone, facsimile and
personal interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the Trust's
shares so that these owners may authorize the voting of their shares. The Trust
will pay these firms their out-of-pocket expenses for doing so.
On the record date, the Trust had three classes of shares outstanding. All
shareholders of the Trust are entitled to vote at the meeting. Each shareholder
on the record date is entitled to one vote for each dollar (and a proportionate
fractional vote for each fraction of a dollar) of net asset value (determined as
of the record date) represented by full and fractional shares of any class held
on the record date. On the record date, the net asset value per share of each of
the Trust's outstanding classes of shares was as follows: Class A Shares,
$10.96; Class C Shares, $10.95; and Class Y Shares, $10.95. 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, 31,708,989; Class C Shares, 3,051,300;
and Class Y Shares, 2,985,567.
On the record date, the following holders held 5% or more of the Trust's
outstanding shares. On the basis of information received from the institutional
holders the Trust's management believes that all of the shares indicated are
held 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 381,442 Class C Shares 12.50%
National Financial
Services Corporation
200 Liberty Street
New York, NY 2,328,921 Class Y Shares 78.01%
South Valley Bank and
Trust
P.O. Box 1784
Medford, OR 253,137 Class Y Shares 8.48%
Additional 5% shareholders
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, 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 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 May, 2002, except for Gary C. Cornia, who was elected by the Trustees to take
office October 1, 2002. All nominees have consented to serve if elected.
Trustees(1)
and Officers
Number of
Positions Held Portfolios in Other Directorships
with Fund Complex Held by Trustee (The
Trust Overseen by position held is a
Name, Address(2) and and Length of Principal Occupation(s) Trustee directorship unless
Date of Birth Service(3 During Past 5 Years indicated otherwise.)
Interested Trustees(4)
Lacy B. Herrmann Chairman of Founder and Chairman of the 12 Director or trustee, OCC Cash
New York, NY the 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 each fund of the Fund, Oppenheimer Midcap Fund,
Aquilasm Group of Funds (5) and and Oppenheimer Rochester Group
Founder, 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 since 1973;
Trustee Emeritus, Brown
University and active in
university, school and charitable
organizations.
Diana P. Herrmann Trustee since President and Chief Operating 7 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
funds in 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 Group 1 None
Portland, OR 1992 of Funds, 1994-1997; former
(12/24/26) 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 1 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
Gary C. Cornia Trustee since President, the National Tax 4 None
Orem, UT 2002 Association; Professor and Chair
(06/24/48) of the Executive Committee, the
International Center for Land
Policy Studies and Training
Institute, Taipei, Taiwan;
formerly Associate Dean, Marriott
School of Management, Brigham
Young University, 1991-2000;
Chair, Utah Governor's Tax Review
Committee since 1993; Faculty
Associate, the Land Reform
Training Institute, Taipei,
Taiwan and The Lincoln Institute
of Land Policy, Cambridge,
Massachusetts.
David B. Frohnmayer Trustee since President, University of Oregon 1 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, 1 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,
Vice Chairman since 2002;
active in civic, business,
educational and church
organizations in Oregon.
Patricia L. Moss Trustee since President and Chief Executive 1 Cascade Bancorp and Bank of
Bend, OR 2002 Officer, Cascade Bancorp & Bank the Cascades (6)
(07/23/53) of the Cascades since 1998, and
Executive Vice President &
director, Chief Financial
Officer, Chief Operating Officer,
1987-1998; active in community
and educational organizations.
Ralph R. Shaw Trustee since President, Shaw Management 1 Schnitzer Steel Industries,
Portland, OR 2000 Company, an investment counseling Inc., Magni Systems, Inc.,
(08/23/38) firm, since 1980, General Severon Corporation
Partner, Shaw Venture Partners (formerly Micromonitors,
since 1983, Shaw Venture Partners Inc.), Integra Telecom, Inc.
II since 1987 and Shaw Venture (formerly OGIT
Partners III since 1994 (US Communications, Inc.),
Bancorp, parent of the Dendreon Corporation
Sub-Adviser, is a limited partner (formerly Activated Cell
in the last three ventures). Therapy, Inc.), LaTIS, Inc.,
Telestream, Inc., 3PF.com,
Inc. (formerly ComAlliance,
Inc.), BMG Seltec Corp.
Nancy Wilgenbusch Trustee since President, Marylhurst University 1 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 for Scottish Power, an
member of a number of civic international energy
organizations. company; member, West Coast
Bank's Board; director,
Cascade Corporation, a
leading international
manufacturer of lift truck
attachments; former Chair,
Portland Branch of the
Federal Reserve Bank of San
Francisco.
Officers
James M. McCullough Senior Vice Senior Vice President or Vice N/A N/A
Portland, OR (06/11/45) President President of Aquila Rocky
since 1999 Mountain Equity Fund and four
Aquila Bond Funds; Senior Vice
President of the Distributor
since 2000; Director of Fixed
Income Institutional Sales, CIBC
Oppenheimer & Co. Inc., Seattle,
WA, 1995-1999.
Jerry G. McGrew Senior Vice President of the Distributor N/A N/A
New York, NY (06/18/44) President since 1998, Registered Principal
since 2002 since 1993, Senior Vice
President, 1997-1998 and Vice
President, 1993-1997; Senior Vice
President, Aquila Rocky Mountain
Equity Fund and five Aquila Bond
Funds and Vice President,
Churchill Cash Reserves Trust,
1995-2001.
Sally J. Church Vice President Vice President, Tax-Free Trust of N/A N/A
Portland, OR since 2002 Oregon since 2002 and 1989-1997;
(10/17/48) retired, 1997-2002; Vice
President of Aquila Cascadia
Equity Fund, 1996-1997.
Christine L. Neimeth Vice President Vice President of Aquila Rocky N/A N/A
Portland, OR since 1998 Mountain Equity Fund and Tax-Free
(02/10/64) Trust of Oregon; 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.
Robert W. Anderson Assistant Compliance Officer of the Manager N/A N/A
New York, NY (08/23/40) Secretary since 1998 and Assistant
since 2000 Secretary of the Aquilasm Group
of Funds since 2000; trustee,
Alpha Strategies Fund since July,
2002; 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
four Aquila Money-Market Funds
since 1990; Vice President of the
Manager since 1990.
Lori A. Vindigni Assistant Assistant Treasurer of the N/A N/A
New York, NY Treasurer Aquilasm Group of Funds since
(11/02/66) since 2000 2000; Assistant Vice President of
the Manager since 1998; Fund
Accountant for the Aquilasm Group
of Funds, 1995-1998.
(1)The Trust's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll free).
(2) The mailing address of each Trustee and officer is c/o Tax-Free Trust of
Oregon, 380 Madison Avenue, New York, NY 10017.
(3) 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.
(4) Mr. Herrmann is an interested person of the Trust as that term is defined in
the 1940 Act as an officer of the Trust, as a director, officer and shareholder
of the Manager and as a shareholder and director of the Distributor. Ms.
Herrmann is an interested person of the Trust as an officer of the Trust, as a
director, officer and shareholder of the Manager and as 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 and Mr. Mitchell are interested
persons as security holders of the Sub-Adviser's parent.
(5) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust, Pacific Capital Tax-Free Cash Assets
Trust and Capital Cash Management 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"; Aquila Rocky Mountain Equity Fund is an equity
fund; considered together, these 12 funds are called the "Aquilasm Group of
Funds."
(6) 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.
Securities Holdings of the Trustees
(as of 12/31/02)
Dollar Range of Aggregate Dollar Range
Name of Ownership in Tax-Free of Ownership in Aquilasm
Trustee Trust of Oregon(1) Investment Companies
Overseen by Trustee(1)
Interested Trustees
Lacy B. Herrmann B E
Diana P. Herrmann B E
Raymond H. Lung E E
John W. Mitchell C C
Non-interested Trustees
Gary C. Cornia B(2) C
David B. Frohnmayer C C
James A. Gardner B B
Patricia L. Moss D D
Ralph R. Shaw E E
Nancy Wilgenbusch B B
(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000
(2) Purchased after 12/31/02.
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, 2002, the Trust paid a total of $112,068 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 12 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money-market funds and an equity fund.
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 in the which the
from the Aquilasm Trustee
Name Trust Group Serves
Gary C.
Cornia $ 0 $13,033 4
David B.
Frohnmayer 8,150 9,650(1) 1
James A.
Gardner 10,000 12,200(1) 1
Raymond H.
Lung 8,300 9,800(1) 1
John W.
Mitchell 8,300 9,800(1) 1
Patricia L.
Moss 6,450 7,600(1) 1
Ralph R.
Shaw 8,500 10,100(1) 1
Nancy
Wilgenbusch 6,450 7,600(1) 1
(1) These Trustees were Trustees of Aquila Cascadia Equity Fund, which ceased
operations in August, 2002. They resigned as Trustees of that fund in September,
2002.
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, 2003 these funds had aggregate assets of approximately
$3.7 billion, of which approximately $2.4 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, 2002 the Trust incurred Management
fees of $1,452,102.
During the fiscal year ended September 30, 2002, $479,614 was paid under
Part I of the Trust's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $19,624 was retained by the Distributor. With
respect to Class C Shares, during the same period $140,288 was paid under Part
II of the Plan and $46,763 was paid under the Shareholder Services Plan. Of
these total payments of $187,051, the Distributor received $23,465. All of such
payments were for compensation.
The Distributor currently handles the distribution of the shares of
twelve funds (four money-market funds, seven tax-free municipal bond funds and
an equity fund), 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 "independent" and are not "interested persons" of the
Trust, as that term is defined in the 1940 Act. The members of the Audit
Committee are Gary C. Cornia, David B. Frohnmayer, James A. Gardner, Patricia L.
Moss, Ralph R. Shaw and Nancy Wilgenbusch. All of the members of the Committee
are "independent" and are not "interested persons" 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.
Vote Required
To be elected, each nominee must receive the affirmative votes of a
majority of the shares present.
Ratification or Rejection
of Selection of
Independent 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, 2003. Such selection is submitted to the
shareholders for ratification or rejection.
The following table represents fees for professional audit services
rendered by KPMG for the audit of the Trust's annual financial statements for
2001 and 2002, and fees billed for other services rendered by KPMG.
2001 2002
Audit Fees $17,000 $19,500
Audit related fees 0 0
Audit and audit related fees 17,000 19,500
Tax fees (1) 7,159 8,950
All other fees 0 0
Total $24,159 $28,450
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
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, which consists of all
independent and non-interested Trustees, has reviewed all services performed and
fees charged by KPMG and has accepted its representation that it is independent
in recommending reappointment of it for the fiscal year ending September 30,
2003.
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.
Vote Required
Approval requires the affirmative votes of a majority of the shares
present.
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 19, 2003
PROXY STATEMENT
Aquilasm Group of Funds
Tax-Free Trust of Oregon
THE AQUILASM GROUP OF FUNDS
380 MADISON AVENUE, SUITE 2300
NEW YORK, NY 10017
VOTE BY TELEPHONE OR INTERNET OR MAIL
24 Hours a day, 7 days a week
TELEPHONE
1-888-221-0697
To vote your shares by telephone, call toll free 1-800-690-6903. You will
be prompted to enter the 14-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
www.proxyweb.com/aquila
To vote your shares by the Internet, contact the Trust at
www.proxyweb.com/aquila You will be prompted to enter the 14-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.
Please fold and detach card at perforation before mailing.
Aquilasm Group of Funds
Tax-Free Trust of Oregon
Class A
Proxy for Shareholder Meeting May 19, 2003
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Tax-Free Trust of Oregon (the "Trust") whose
signature(s)appears below does/do 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 19, 2003 at the Oregon
Museum of Science & Industry, 1945 SE Water Avenue, Portland, OR, at 1:30 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 on the reverse side. Such shares are entitled to one vote for
every dollar of net asset value represented by the share balance printed below.
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
Address changes/comments: _______________________________
_________________________________________________________
_________________________________________________________
(If you noted any address changes/comments above, please mark corresponding box
on other side.)
Dated: __________________, 2003
_________________________________
Signature(s) PLEASE SIGN WITHIN THE BOX
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEARS ON THIS PROXY CARD. When signing as
a custodian, attorney, executor, administrator, trustee, guardian, etc., please
sign your full title as such. Joint owners should each sign.
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please fold and detach card at perforation before MAILING
Tax-Free Trust of Oregon
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
[X] PLEASE DO NOT USE FINE POINT PENS
1. Election of Trustees
01) Lacy B. Herrmann*; 02) Gary C. Cornia; 03) David B. Frohnmayer; 04) James A.
Gardner; 05) Diana P. Herrmann*; 06) Raymond H. Lung*; 07) John W. Mitchell*;
08) Patricia L Moss; 09) Ralph R. Shaw; 10) Nancy Wilgenbusch
* interested Trustees
__
[__] FOR ALL
__
[__] WITHHOLD ALL
__
[__] FOR ALL EXCEPT
INSTRUCTION: 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.
__
I plan to attend the annual meeting in Portland [__]
__
I plan to attend the outreach meeting in Bend [__]
For address changes and/or comments, please check this box and write them on the
front where indicated. _
[_]
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
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