File Nos. 33-4382 & 811-4626
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
THE CASCADES TRUST
(Exact Name of Registrant as Specified in Charter)
380 Madison Avenue, Suite 2300
New York, New York 10017
(Address of Principal Executive Offices)
(212) 697-6666
(Registrant's Telephone Number)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
<page>
Important Notice
Please Read Immediately
Aquilasm
Group of Funds
380 Madison Avenue, Suite 2300, New York, NY 10017
Notice of Annual Meeting of
Shareholders to Be Held
on May 17, 2005
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
4033 SW Canyon Road
Portland, Oregon;
Time: (b) on Tuesday, May 17, 2005
at 2:00 p.m. Pacific Daylight Time;
Purposes: (c) for the following purposes:
(i) to elect eight 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 registered public
accounting firm for the fiscal year ending September 30,
2005 (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 15, 2005 (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
April 12, 2005
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 Manager (the "Manager") is Aquila Investment Management LLC,
380 Madison Avenue, Suite 2300, New York, NY 10017, a subsidiary of the Trust's
founder, Aquila Management Corporation. 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 April
12, 2005.
You should read this 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, and will therefore 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,
$10.90; Class C Shares, $10.89; and Class Y Shares, $10.89. The meeting is
expected to act only upon matters that affect the Trust as a whole: the election
of Trustees and the selection of an independent registered public accounting
firm. 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, 33,328,168; Class C Shares, 4,003,197;
and Class Y Shares, 3,267,683.
On the record date, the following holders held 5% or more of a class 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 by them 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 405,393 Class C Shares 10.13%
208,411 Class Y Shares 6.38%
National Financial
Services Corporation
200 Liberty Street
New York, NY 2,200,791 Class Y Shares 67.35%
South Valley Bank and
Trust
P.O. Box 1784
Medford, OR 396,510 Class Y Shares 12.13%
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, eight 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 information about 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, except for
Mr. Leach, are presently Trustees and were elected by the shareholders in May,
2004. All nominees have consented to serve if elected.
Mr. Lacy Herrmann and Mr. David Frohnmayer are not standing for
re-election. Because of their importance to the shareholders and to enable the
Board of Trustees to continue to have the benefit of their counsel, they have
agreed to become Trustees emeritus.
Nominees(1)
Number of
Positions Held Portfolios Other Directorships
with in Fund Held by Trustee
Trust and Complex(4) (The position held is
Name, Address(2) Length of Principal Occupation(s) Overseen a directorship unless
and Date of Birth Service(3) During Past 5 Years by Trustee indicated otherwise.)
- ------------------ ---------- ------------------- ---------- ---------------------
Interested
Trustees(5)
Diana P. Herrmann Trustee since Vice Chair and Chief Executive 10 None
New York, NY 1994, President Officer of Aquila Management
(02/25/58) since 1998, and Corporation, Founder of the
Vice Chair of the Aquilasm Group of Funds(6) and
Board since 2003 parent of Aquila Investment
Management LLC, Manager, since 2004,
President and Chief Operating Officer
since 1997, a Director since 1984,
Secretary since 1986 and previously
its Executive Vice President, Senior
Vice President or Vice President,
1986-1997; Chief Executive Officer
and Vice Chair since 2004 and
President, Chief Operating Officer
and Manager of the Manager since
2003; Vice Chair, President,
Executive Vice President or Senior
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; Governor,
Investment Company Institute (2004)
and head of its Small Funds Committee
since 2004; active in charitable and
volunteer organizations.
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
James A. Gardner Chair of the President, Gardner Associates, an 1 None
Terrebonne, OR Board since investment and real estate firm, since
(07/22/43) 2005 and 1989; Partner, Ranch of the Canyons, a
Trustee since real estate firm, since 1991; President
1986 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.
Gary C. Cornia Trustee Director, Romney Institute of 4 None
Orem, UT since 2002 Public Management, Marriott
(06/24/48) School of Management, Brigham
Young University, 2004 - present;
Professor, Marriott School of
Management, 1980 - present; Past
President, the National Tax
Association; Fellow, Lincoln Institute
of Land Policy, 2002-2003; Associate
Dean, Marriott School of Management,
Brigham Young University, 1991-2000;
Utah Governor's Tax Review Committee
since 1993.
Edmund P. Jensen Trustee since President and CEO, VISA 1 BMG-Seltec, a software
Portland, OR 2003 International, 1994-1999; company.
(4/13/37) director: Phoenix Technologies,
a Tech/BIOS company, 2000 - present;
Corillian Corp., a banking software
company, 2000 - 2002; Trintech, a
payment software company, 1999 - 2002.
Timothy J. Leach None Executive Vice President & Chief 1 None
Orinda, CA Investment Officer, U.S. Trust
(08/28/55) Company, New York, NY,
2004-present; Executive Vice
President & Chief Investment
Officer, Private Asset
Management Group, Wells Fargo
Bank, San Francisco, CA,
1999-2003; President and Chief
Investment Officer, ABN Amro
Asset Management (USA),
1998-1999; President & Chief
Investment Officer, Qualivest
Capital Management Inc. and
Senior Vice President & Chief
Investment Officer, Trust &
Investment Group, US Bancorp,
Portland, OR, 1994-1998; Trustee
of Tax-Free Trust of Oregon,
2001-2002.
Ralph R. Shaw Trustee since President, Shaw Management 1 Schnitzer Steel Industries,
Portland, OR 2000 Company, an investment Inc., Magni Systems, Inc.,
(08/23/38) counseling firm, since 1980, Integra Telecom, Inc.,
General Partner, Shaw Venture Telestream, Inc., BMG Seltec
Partners since 1983, Shaw Corporation, Rentrak
Venture Partners II since 1987 Corporation.
and Shaw Venture Partners III
since 1994 (US Bancorp, parent
of the Sub-Adviser, is a limited
partner in the last three
ventures).
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; West Coast
Institute of Certified Public Bank's Board; director,
Accountants; former Chair, Cascade Corporation, a
Portland Branch of the Federal leading international
Reserve Bank of San Francisco; manufacturer of lift truck
active board member of a number attachments; director,
of civic organizations. Scottish Power.
Other Individuals
Trustees Emeritus
Lacy B. Herrmann Trustee Founder and Chairman of the N/A N/A
New York, NY Emeritus since Board, Aquila Management
(05/12/29) 2005 and Corporation, the sponsoring
Founder organization and parent of the
Manager or Administrator and/or
Adviser or Sub-Adviser to each
fund of the Aquilasm Group of
Funds, Chairman of the Manager
or Administrator and/or Adviser
or Sub-Adviser to each since
2004, and Founder, Chairman of
the Board of Trustees, Trustee
and (currently or until 1998)
President of each since its
establishment, beginning in
1984, except Chairman of the
Board of Trustees of Hawaiian
Tax-Free Trust, Pacific Capital
Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S.
Government Securities Cash
Assets Trust through 2003,
Trustee until 2004 and Chairman
of the Board, Emeritus since
2004; Director of the
Distributor since 1981 and
formerly Vice President or
Secretary, 1981-1998; Trustee
Emeritus, Brown University and
the Hopkins School; active in
university, school and
charitable organizations.
David B. Frohnmayer Trustee President, University of Oregon N/A N/A
Eugene, OR Emeritus since since 1994; former Dean of the
(07/09/40) 2003 University of Oregon Law School
and former Attorney General of the
State of Oregon; Trustee, Tax-Free
Trust of Oregon, 1997-2003.
A Trustee Emeritus may attend Trustee meetings but has no
voting power.
Officers
Charles E. Executive Vice Executive Vice President of all N/A N/A
Childs, III President funds in the Aquilasm Group of
New York, NY since 2003 Funds and the Manager since
(04/01/57) 2003; Senior Vice President,
corporate development, formerly Vice
President, Assistant Vice President
and Associate of the Manager's parent
since 1987; Senior Vice President,
Vice President or Assistant Vice
President of the Aquila Money-Market
Funds, 1988-2003
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 since 1995;
Vice President, Churchill Cash
Reserves Trust, 1995-2001.
Sally J. Church Vice President Vice President, Tax-Free Trust N/A N/A
Portland, OR since 2002 of Oregon since 2002 and
(10/17/48) 1989-1997; 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
(02/10/64) Tax-Free 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.
Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A
New York, NY (08/23/40) Compliance Trust, the Manager and the
Officer since Distributor since 2004,
2004 and Compliance Officer of the
Assistant Manager or its predecessor and
Secretary current parent since 1998 and
since 2000 Assistant Secretary of the
Aquilasm Group of Funds since
2000; Consultant, The Wadsworth
Group, 1995-1998.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquilasm Group of Funds since
(11/06/56) Officer since 2003 and Treasurer since 2000;
2003 and Controller, Van Eck Global
Treasurer Funds, 1993-2000.
since 2000
Edward M. W. Hines Secretary Partner, Hollyer Brady Barrett & 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.
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
three Aquila Money-Market Funds since
1990; Vice President of the Manager or
its predecessor and current parent
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 or its predecessor and
current parent 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) Includes certain Aquila-sponsored funds that are dormant and have no public
shareholders.
(5) Ms. Herrmann is an interested person of the Trust as an officer of the
Trust, as a director, officer and shareholder of the Manager's corporate parent,
as an officer and Manager of the Manager, and as a shareholder and director of
the Distributor. Mr. Mitchell is an interested person as a security holder of
the Sub-Adviser's parent.
(6) In this material 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"; 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
11 funds, which do not include the dormant funds described in footnote 4, are
called the "Aquilasm Group of Funds."
Securities Holdings of the Nominees
-----------------------------------
(as of 12/31/04)
Dollar Range of Aggregate Dollar Range of Ownership in
Name of Ownership in Tax-Free Aquilasm Investment
Nominee Trust of Oregon(1) Companies Overseen by Trustee(1)
- ------- --------------- -----------------------------
Interested Trustees
Diana P. Herrmann B E
John W. Mitchell C C
Non-interested Trustees
Gary C. Cornia B E
James A. Gardner B B
Edmund P. Jensen C C
Timothy J. Leach B(2) B(2)
Ralph R. Shaw B(2) B(2)
Nancy Wilgenbusch C C
(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000
(2) Purchased after December 31, 2004.
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, 2004, the Trust paid a total of $143,862 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 11 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
James A.
Gardner $ 11,225 $ 11,225 1
Gary C.
Cornia 9,650 29,612 4
Edmund P.
Jensen 10,100 10,100 1
John W.
Mitchell 10,150 10,150 1
Ralph R.
Shaw 11,700 11,700 1
Nancy
Wilgenbusch 10,050 10,050 1
Class A Shares may be purchased without a sales charge by certain of the
Trust's Trustees and officers.
The Trust's Manager is a wholly-owned subsidiary of Aquila Management
Corporation ("AMC"), founder of each fund in the Aquilasm Group of Funds. As of
March 31, 2005, these funds had aggregate assets of approximately $4.1 billion,
of which approximately $2.4 billion consisted of assets of the tax-free
municipal bond funds. AMC's address is the same as that of the Manager. AMC is
controlled by Mr. Lacy B. Herrmann, through share ownership directly, through
two trusts and by his wife. During the fiscal year ended September 30, 2004, the
Trust paid $1,764,876 in management fees.
During the fiscal year ended September 30, 2004, $542,073 was paid under
Part I of the Trust's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $23,353 was retained by the Distributor. With
respect to Class C Shares, during the same period $321,397 was paid under Part
II of the Plan and $107,132 was paid under the Shareholder Services Plan. Of
these total payments of $428,529, the Distributor received $63,280. All of such
payments were for compensation.
The Distributor currently handles the distribution of the funds in the
Aquilasm Group of 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 Investment Management LLC.
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, James A. Gardner, Edmund P. Jensen, Ralph R. Shaw
and Nancy Wilgenbusch. The Committee (i) selects the Trust's independent
registered public accounting firm (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.
Selection of the independent registered public accounting firm is also ratified
by the Board of Trustees. The Audit Committee held one meeting during the
Trust's last fiscal year. The Board of Trustees has adopted a written charter
for the Audit Committee.
During the Trust's last fiscal year, the Board of Trustees held four
meetings. 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 Trust's policy is that all Trustees who can do so attend the Annual
Meeting.
The Trust has a Nominating Committee, consisting of all of the Independent
Trustees. The Nominating Committee held one meeting during the last fiscal year.
The committee will consider nominees recommended by the shareholders who may
send recommendations to the committee in care of the Manager at 380 Madison
Avenue, New York, NY 10017. The charter of the Nominating Committee is available
on the Trust's website at www.aquilafunds.com.
Since the beginning of the Trust's most recently completed fiscal year, no
Trustee purchased or sold more than 1% of the outstanding shares of any class of
shares of the Manager, Sub-Adviser or the parents or subsidiaries of either.
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 Registered Public Accounting Firm
(Proposal No. 2)
KPMG LLP ("KPMG"), which is currently serving as the Trust's independent
registered public accounting firm, has been selected by the Trust's Audit
Committee and ratified by the Board of Trustees, including a majority of the
Independent Trustees, as the Trust's independent registered public accounting
firm for the fiscal year ending September 30, 2005. 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
2003 and 2004, and fees billed for other services rendered by KPMG.
2003 2004
Audit Fees $20,100 $20,700
Audit related fees 0 0
------- -------
Audit and audit related fees 20,100 20,700
Tax fees (1) 10,067 8,100
All other fees 0 0
------- -------
Total $30,167 $28,800
======= =======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
KPMG did not perform any services during the last 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.
All audit and non-audit services performed by KPMG on behalf of the
Trust or non-audit services performed on behalf of affiliated entities within
the investment company complex where such engagement relates directly to the
operations and financial reporting of the Trust are pre-approved by the Audit
Committee. Services to be considered between meetings of the Committee are
pre-approved by a selected member of the Committee in accordance with applicable
regulations and subject to additional procedures established by the Committee.
The Audit Committee has reviewed all services performed and fees
charged by KPMG and has accepted KPMG's representation that it is independent in
recommending re-appointment of it for the fiscal year ending September 30, 2005.
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, shareholders will be notified.
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.
<page>
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
Tax-Free Trust of Oregon
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on May 17, 2005
PROXY STATEMENT
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 1-888-221-0697. 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. 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
Proxy for Shareholder Meeting May 17, 2005
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 17, 2005 at the World
Forestry Center, 4033 SW Canyon Road, Portland, Oregon, at 2:00 p.m. Pacific
Daylight 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: __________________, 2005
- ---------------------------------
Signature(s) PLEASE SIGN IN THE BOX
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) 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.
<page>
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) Gary C. Cornia; 02) James A. Gardner; 03) Diana P. Herrmann*; 04) Edmund P.
Jensen; 05) Timothy J. Leach; 06) John W. Mitchell*; 07) Ralph R. Shaw; 8) 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 above.
[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 at right
or FOR if no choice is indicated.
2. Action on selection of KPMG LLP as
independent registered public accounting
firm (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 Eugene [__]
__
I plan to attend the outreach meeting in Roseburg [__]
For address changes and/or comments, please check the box at right and write
them on the front where indicated. _
[_]
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.