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
Important Notice
Please Read Immediately
Aquila
Group of Fundssm
Tax-Free Trust of Oregon
380 Madison Avenue, Suite 2300, New York, NY 10017
Notice of Annual Meeting of
Shareholders to Be Held
on April 23, 2007
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 Monday, April 23, 2007
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 Tait, Weller & Baker LLP as the Trust's independent
registered public accounting firm for the fiscal year
ending September 30, 2007 (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 January 25, 2007 (the "record date"). Also, the number of
shares of each of the Trust's outstanding classes of shares
that you held at that time and the respective net asset
values of each class of shares at that time determine the
number of votes you may cast at the Meeting (or any
adjourned meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
March 12, 2007
Please Note:
If you do not expect to attend the Meeting, please vote by any of three ways: by
the Internet, by telephone 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 FAF Advisors, 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
12, 2007.
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) 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.
(3) 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.
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,
$10.75; Class C Shares, $10.74; and Class Y Shares, $10.74. 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, 32,638,967; Class C Shares, 2,808,872;
and Class Y Shares, 4,196,567.
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 300,369 Class C Shares 10.69%
278,865 Class Y Shares 6.65%
South Valley Bank and
Trust
P.O. Box 1784
Medford, OR 429,696 Class Y Shares 10.24%
Charles Schwab and Company
101 Montgomery Street
San Francisco, CA 412,047 Class Y Shares 9.82%
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 are presently
Trustees and were elected by the shareholders in April, 2006. All nominees have
consented to serve if elected.
Nominees(1)
Number of
Positions Held Portfolios Other Directorships
with in Fund Held by Trustee
Trust and Complex (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(4)
Diana P. Herrmann Trustee since Vice Chair and Chief Executive 12 ICI Mutual Insurance Company
New York, NY 1994, Officer of Aquila Management
(02/25/58) President Corporation, Founder of the
since 1998, Aquila Group of Fundssm(5) and
and Vice Chair parent of Aquila Investment
of the Board Management LLC, Manager, since
since 2003 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; Chair, Vice
Chair, President, Executive Vice
President or Senior Vice President of
funds in the Aquila Group of Fundssm
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 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, 1 None
Terrebonne, OR Board of an investment and real estate
(07/22/43) Trustees since firm, since 1989; Partner,
2005 and Ranch of the Canyons, a real
Trustee since estate firm, since 1991;
1986 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.
Gary C. Cornia Trustee since Director, Romney Institute of 4 None
Orem, UT 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 - present;
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; Portland Family of
(04/13/37) director: Phoenix Technologies, Funds, a community
a Tech/BIOS company, 2000-2005; investment bank.
Corillian Corp., a banking
software company, 2000-2002;
Trintech, a payment software
company, 1999-2002.
Timothy J. Leach Trustee since UC Berkeley Haas School of 2 None
Orinda, CA 2005 Business Executive Education,
(08/28/55) Lecturer since 2006; Regional
Chief Executive Officer, US
Trust Company, N.A., 2005-2006;
Executive Vice President &
Chief Investment Officer, U.S.
Trust Company, New York, NY,
2004-2005; Executive Vice
President & Chief Investment
Officer, Private Asset
Management Group, Wells Fargo
Bank, San Francisco, CA,
1999-2003; CEO, 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.
Ralph R. Shaw Trustee since President, Shaw Management 1 Schnitzer Steel Industries,
Portland, OR 2000 Company, an investment Inc., Telestream, Inc., BMG
(08/23/38) counseling firm, 1980 - Seltec Corporation, Rentrak
present; General Partner, Shaw Corporation, United Fund
Venture Partners, 1983 - 2005; Advisors, One-to-One
Shaw Venture Partners II, 1987 Interactive.
- 2005; and Shaw Venture
Partners III, 1994 - 2005 (US Bancorp,
parent of the Sub-Adviser, was a
limited partner in these three
ventures).
Nancy Wilgenbusch Trustee since President, Marylhurst 1 Chair, Oregon Regional
Marylhurst, OR 2002 University since 1984; member, Advisory Board for
(09/17/47) former Chair, Portland Branch PacifiCorp; West Coast Bank's
of the Federal Reserve Bank of Board; director, Cascade
San Francisco; active board Corporation, a leading
member of a number of civic international manufacturer of
organizations. lift truck attachments;
director, Scottish Power.
Other Individuals
Trustees Emeritus(6)
Lacy B. Herrmann Founder and Founder and Chairman of the N/A N/A
New York, NY Chairman Board, Aquila Management
(05/12/29) Emeritus since Corporation, the sponsoring
2005; Chairman organization and parent of the
of the Board of Manager or Administrator and/or
Trustees Adviser or Sub-Adviser to each
1985-2004 and fund of the Aquila Group of
Trustee, Fundssm; Chairman of the
1985-2005 Manager or Administrator and/or
Adviser or Sub-Adviser to each since
2004; Founder and Chairman Emeritus of
each fund in the Aquila Group of
Fundssm; previously Chairman and a
Trustee of each fund in the Aquila
Group of Fundssm since its
establishment until 2004 or 2005;
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.
Vernon R. Alden Trustee Retired; former director or trusteN/A N/A
Boston, MA Emeritus since of various Fortune 500 companies,
(04/07/23) 2006 including Colgate-Palmolive and
McGraw Hill; formerly President of
Ohio University and Associate Dean of
the Harvard University Graduate School
of Business Administration; member of
several Japan-related advisory
councils, including Chairman of the
Japan Society of Boston; trustee of
various cultural, educational and
civic 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.
Raymond H. Lung Trustee Retired; trustee, Qualivest N/A N/A
Portland, OR Emeritus since Group of Funds, 1994-1997;
(12/24/26) 2005 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; Trustee, Tax-Free
Trust of Oregon, 1992-2005.
Patricia L. Moss Trustee President and Chief Executive N/A N/A
Bend, OR Emeritus since Officer, Cascade Bancorp and
(07/23/53) 2005 Bank of the Cascades since 1998;
Trustee, Tax-Free Trust of Oregon,
2002-2005; active in community and
educational organizations.
Richard C. Ross Trustee Retired; President of Richard N/A N/A
Lake Oswego, OR Emeritus since Ross Communications, a
(07/04/21) 2006 consulting firm, since 1986;
Senior communications consultant
to Pihas, Schmidt, Westerdahl,
advertising and public
relations, 1986-1988; Executive
News Director of KATU
Television, 1975-1986; News
Director of KGW-TV, 1956-1975;
President of the Oregon chapter
of the National Multiple
Sclerosis Society, 1984-1986;
Chairman of the Broadcasters
Group of the
Bar-Press-Broadcasters
professional relations
committee, 1964-1984; Former
President of the Rotary Club of
East Portland.
Officers
Charles E. Executive Vice Executive Vice President of all N/A N/A
Childs, III President funds in the Aquila Group of
New York, NY since 2003 Fundssm and the Manager and the
(04/01/57) Manager's parent since 2003;
formerly Senior Vice President,
corporate development, 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 two
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 Three
Peaks High Income Fund, Aquila
Rocky Mountain Equity Fund and
five Aquila Municipal Bond
Funds; 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 and each of the other
Officer since funds in the Aquila Group of
2004 and Fundssm, the Manager and the
Assistant Distributor since 2004,
Secretary Compliance Officer of the
since 2000 Manager or its predecessor and
current parent 1998-2004;
Assistant Secretary of the
Aquila Group of Fundssm since
2000.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquila Group of Fundssm since
(11/06/56) Officer since 2003 and Treasurer since 2000.
2003 and
Treasurer
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
Aquila Group of Fundssm.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquila Group of Fundssm 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 since Aquila Group of Fundssm since
(11/02/66) 2000 2000; Assistant Vice President
of the Manager or its predecessor and
current parent since 1998; Fund
Accountant for the Aquila Group of
Fundssm, 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) 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 and
an employee of the Sub-Adviser's parent.
(5) 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 Municipal Bond
Funds"; Aquila Rocky Mountain Equity Fund is an equity fund; Aquila Three Peaks
High Income Fund is a high income corporate bond fund; considered together,
these 12 funds are called the "Aquila Group of Fundssm."
(6) A Trustee Emeritus may attend Board meetings but has no voting power.
Securities Holdings of the Trustees
-----------------------------------
(as of 12/31/06)
Dollar Range of Aggregate Dollar Range of Ownership in
Name of Ownership in Tax-Free the Aquila Group of Fundssm
Trustee Trust of Oregon(1) Overseen by Trustee(1)
- ------- --------------- -------------------
Interested Trustees
Diana P. Herrmann B E
John W. Mitchell D D
Non-interested Trustees
James A. Gardner C C
Gary C. Cornia D E
Edmund P. Jensen C C
Timothy J. Leach B B
Ralph R. Shaw C C
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
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, 2006, the Trust paid a total of $233,394 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 twelve funds in the Aquila Group of Fundssm,
which consist of three money-market funds, seven tax-free municipal bond funds,
a high income corporate bond fund 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 Aquila Group of Fundssm during the Trust's
fiscal year. None of such nominees has any pension or retirement benefits from
the Trust or any of the other funds in the Aquila Group of Fundssm.
Compensation
from all Number of
funds in the boards on
Compensation Aquila which the
From the Group of Trustee now
Name Trust Fundssm serves
James A.
Gardner $39,000 $39,000 1
Gary C.
Cornia $23,000 $75,375 4
Edmund P.
Jensen $21,500 $21,500 1
Timothy J.
Leach $22,500 $41,875 2
John W.
Mitchell $23,000 $23,000 1
Ralph R.
Shaw $31,000 $31,000 1
Nancy
Wilgenbusch $23,000 $23,000 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 Aquila Group of Fundssm. As of
January 31, 2007, these funds had aggregate assets of approximately $4.7
billion, of which approximately $2.3 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, 2006, the
Trust paid $1,742,346 in management fees.
During the fiscal year ended September 30, 2006, $540,787 was paid under
Part I of the Trust's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $26,203 was retained by the Distributor. With
respect to Class C Shares, during the same period $280,484 was paid under Part
II of the Plan and $93,495 was paid under the Shareholder Services Plan. Of
these total payments of $373,979, the Distributor received $82,253. All of such
payments were for compensation.
The Distributor currently handles the distribution of the shares of the
funds in the Aquila Group of Fundssm, 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 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 Investment Company Act of 1940. The
members of the Audit Committee are Gary C. Cornia, James A. Gardner, Edmund P.
Jensen, Timothy J. Leach, 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 four meetings 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.
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)
Tait, Weller & Baker LLP ("TWB"), 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 non-"interested" Trustees, as the Trust's independent registered
public accounting firm for the fiscal year ending September 30, 2007. Such
selection is submitted to the shareholders for ratification or rejection.
The following table represents fees for professional audit services
rendered by TWB for the audit of the Trust's annual financial statements, and
fees billed for other services rendered by TWB, for the fiscal years ended
September 30, 2005 and 2006.
2005 2006
Audit Fees $18,000 $18,000
Audit related fees 0 0
------- ------
Audit and audit related fees $18,000 18,000
Tax fees (1) 3,000 3,000
All other fees 0 0
------ ------
Total $21,000 $21,000
====== ======
(1) Tax fees consisted of fees for tax consultation and tax compliance services.
TWB 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 TWB 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 TWB and has accepted TWB's representation that it is independent in
recommending re-appointment of it for the fiscal year ending September 30, 2007.
TWB has no direct or indirect financial interest in the Trust, the
Manager or the Sub-Adviser. It is expected that representatives of TWB 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.
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 of this Proxy Statement.
Accordingly, a shareholder proposal intended to be presented at the Trust's 2008
annual meeting must be received by the Trust by November 12, 2007 in order to be
included in the Trust's proxy material relating to that meeting. 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.
A shareholder wishing to provide notice of a proposal in the manner
prescribed by Rule 14a-4 (c)(1) under the Securities Exchange Act of 1934 must
submit written notice of the proposal to the Trust by January 25, 2008.
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, Internet or telephone 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 the
Internet or telephone, 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 April 23, 2007
PROXY STATEMENT
TAX-FREE TRUST OF OREGON
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET VOTING
www.proxyvote.com/aquila
To vote your shares by the Internet, contact the Trust at
www.proxyvote.com/aquila. Follow the simple instructions at the website, using
this proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
VOTE BY MAIL
You can vote your shares by completing and returning this proxy card. Please
mark this proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
TELEPHONE VOTING
1-877-587-0761
To vote your shares by telephone, call toll free 1-877-587-0761. 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.
TO VOTE: MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
TAX-FREE TRUST OF OREGON
1. Election of Trustees
Nominees:
(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
(08) 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.
- --------------------
[sentences 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 at right
or FOR if no choice is indicated.
2. Action on selection of Tait, Weller & Baker 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.
For address changes and/or comments, please check this box and write them on
the back where indicated. _
[_]
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.
- ----------------------------------------- ----
Signature(s) (PLEASE SIGN WITHIN THE BOX) Date
Yes No
-- --
I plan to attend the annual meeting in Portland. [__] [__]
-- --
I plan to attend the outreach meeting in Medford. [__] [__]
Aquila Group of Fundssm
TAX-FREE TRUST OF OREGON
Proxy for Shareholder Meeting - April 23, 2007
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Tax-Free Trust Of Oregon (the "Trust") whose
signature(s)appear(s) on the reverse does/do hereby appoint DIANA P. HERRMANN,
CHARLES E. CHILDS, III 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, April 23, 2007
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 on the reverse.
Please read the proxy statement prior to voting.
Annual Meeting Attendance - You are encouraged to attend the Annual Meeting of
Shareholders. If you can attend, 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 the reverse side.)
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED ON THE REVERSE SIDE.