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 Funds
Tax-Free Trust of Oregon
380 Madison Avenue, Suite 2300, New York, New York 10017
Notice of Annual Meeting of
Shareholders to Be Held
on April 1, 2009
To Shareholders of the Trust:
The purpose of this Notice is to advise you that an Annual Meeting of the
Shareholders of Tax-Free Trust of Oregon (the "Trust"), the only series of the
Cascades Trust, will be held:
Place: (a) at the World Forestry Center
Cheatham Hall
4033 SW Canyon Road
Portland, Oregon;
Time: (b) on Wednesday, April 1, 2009
at 2:00 p.m. Pacific Daylight Time;
Purposes: (c) for the following purposes:
(i)to elect seven 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, 2009 (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 23, 2009 (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
February 25, 2009
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 times, 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 voting decisions.
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"), 800 Nicollet Mall, Minneapolis, Minnesota 55402, with a local
office at 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 February
25, 2009.
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 the 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 at the meeting 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, $10.41; Class C
Shares, $10.41; and Class Y Shares, $10.41. 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, 31,453,499; Class C Shares, 1,601,922;
and Class Y Shares, 5,877,365.
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., 97,923 Class C Shares 6.11%
4800 Deer Lake
Drive East,
Jacksonville, FL 267,397 Class Y Shares 4.55%
Charles Schwab and Company
101 Montgomery Street
San Francisco, CA 777,169 Class Y Shares 13.22%
NFS LLC FEBO
South Valley Bank and
Trust
P.O. Box 1787
Milwaukee, WI 430,296 Class Y Shares 7.32%
NFS LLC FEBO
South Valley Bank and
Trust
P.O. Box 1784
Medford, OR 307,862 Class Y Shares 5.24%
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, seven 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 June, 2008. 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 Vice Chair of Vice Chair and Chief Executive 12 ICI Mutual Insurance Company
New York, NY the Board of Officer of Aquila Management
(02/25/58) Trustees since Corporation, Founder of the Aquila
2003, Group of Funds((5)) and parent of
President Aquila Investment Management LLC,
since 1998 and Manager since 2004, President since
Trustee since 1997, Chief Operating Officer,
1994 1997-2008, 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, President
and Manager of the Manager since
2003, and Chief Operating Officer of
the Manager, 2003-2008; Chair, Vice
Chair, President, Executive Vice
President or Senior Vice President of
funds in the Aquila Group of Funds
since 1986; Director of the
Distributor since 1997; Governor,
Investment Company Institute (a trade
organization for the U.S. mutual fund
industry dedicated to protecting
shareholder interests and educating
the public about investing) 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 Oregon Mutual Insurance;
Portland, OR 1999 Consultants; Economist, Western Western Capital Corporation
(07/13/44) Region, for U. S. Bancorp 1998
- 2007; 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; Founding
2005 and Partner and Chairman, Ranch of
Trustee since the Canyons, a real estate
1986 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.
Gary C. Cornia Trustee since Dean, Marriott School of 4 Lincoln Institute of Land
Orem, UT 2002 Management, Brigham Young Policy, Cambridge, MA
(06/24/48) University, since 2008;
Director, Romney Institute of
Public Management, Marriott
School of Management, 2004 -
2008; 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; member,
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; Vice company; CreditCards.com,
(04/13/37) Chairman and Chief Operating a credit card search
Officer, US Bancorp, 1974-1994. company.
Ralph R. Shaw Trustee since President, Shaw Management 1 Schnitzer Steel
Portland, OR 2000 Company, an investment Industries, Inc.,
(08/23/38) counseling firm, 1980 - Telestream, Inc., BMG
present; General Partner, Shaw Seltec Corporation,
Venture Partners, 1983 - 2005; Rentrak Corporation,
Shaw Venture Partners II, 1987 One-to-One Interactive,
- 2005; and Shaw Venture Optimum Energy Co.
Partners III, 1994 - 2005 (US
Bancorp, parent of the
Sub-Adviser, was a limited
partner in these three
ventures).
Nancy Wilgenbusch Trustee since President Emerita since 2008 1 West Coast Bank; Cascade
Marylhurst, OR 2002 and President 1984-2008, Corporation, a leading
(09/17/47) Marylhurst University; member, international
former Chair, Portland Branch manufacturer of lift
of the Federal Reserve Bank of truck attachments.
San Francisco; active board
member of a number of civic
organizations.
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 Manager or Administrator and/or
of Trustees Adviser or Sub-Adviser to each
1985-2004 and fund of the Aquila Group of
Trustee, Funds; Chairman of the Manager
1985-2005 or Administrator and/or Adviser
or Sub-Adviser to each since
2004; Founder and Chairman
Emeritus of each fund in the
Aquila Group of Funds;
previously Chairman and a
Trustee of each fund in the
Aquila Group of Funds 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 N/A N/A
Boston, MA Emeritus since trustee of various Fortune 500
(04/07/23) 2006 companies, including
Colgate-Palmolive and McGraw
Hill; formerly President of
Ohio University and Associate
Dean of the Harvard University
Graduate School of Business
Administration; Trustee,
Narragansett Insured Tax-Free
Income Fund, 1992-2006 and
Tax-Free Trust of Oregon,
1988-2001; Trustee Emeritus,
Tax-Free Trust of Oregon since
2006; 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.
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 Funds and the Manager and the
(04/01/57) Manager's parent since 2003;
Executive Vice President and
Chief Operating Officer of the
Manager's parent since 2008;
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.
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 Tax-Free
(02/10/64) Trust of Oregon.
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 funds
Officer since in the Aquila Group of Funds, the
2004 and Manager and the Distributor since
Assistant 2004, Compliance Officer of the
Secretary Manager or its predecessor and
since 2000 current parent 1998-2004;
Assistant Secretary of the Aquila
Group of Funds since 2000.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquila Group of Funds since 2003
(11/06/56) Officer since and Treasurer since 2000.
2003 and
Treasurer
since 2000
Edward M. W. Hines Secretary Shareholder of Butzel Long, a N/A N/A
New York, NY since 1985 professional corporation, counsel
(12/16/39) to the Trust, since 2007; Partner
of Hollyer Brady Barrett & Hines
LLP, its predecessor as counsel,
1989-2007; Secretary of the
Aquila Group of Funds.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquila 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 since Aquila Group of Funds 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 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) or by visiting the EDGAR Database at the SEC's
internet site at www.sec.gov.
((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. Ms. Herrmann is the daughter of Lacy B. Herrmann, the Founder
and Chairman Emeritus of the Fund. Mr. Mitchell is an interested person as a
security holder 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 Funds."
((6)) A Trustee Emeritus may attend Board meetings but has no voting power.
Securities Holdings of the Trustees
(as of 12/31/08)
Aggregate Dollar Range of
Dollar Range of Ownership in the
Name of Ownership in Tax-Free Aquila Group of Funds
Trustee Trust of Oregon(1) Overseen by Trustee(1)
Interested Trustees
Diana P. Herrmann C E
John W. Mitchell D D
Non-interested Trustees
James A. Gardner C C
Gary C. Cornia D E
Edmund P. Jensen C C
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, 2008, the Trust paid a total of $210,162 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 Funds,
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 Funds 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 Funds.
Compensation
from all Number of
funds in the boards on
Compensation Aquila which the
From the Group of Trustee now
Name Trust Funds serves
James A.
Gardner $39,000 $39,000 1
Gary C.
Cornia $22,000 $65,000 4
Edmund P.
Jensen $20,500 $20,500 1
John W.
Mitchell $21,000 $21,000 1
Ralph R.
Shaw $29,000 $29,000 1
Nancy
Wilgenbusch $20,500 $20,500 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 Funds. As of
January 31, 2009, these funds had aggregate assets of approximately $4.6
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,
which was founded in 1984, is currently controlled by Mr. Lacy B. Herrmann and
his wife, Mrs. Elizabeth B. Herrmann, directly and through certain trusts.
Under proposed transactions, which are expected to occur in 2009, no
individual will hold with the power to vote, directly or indirectly, more than
24.9% of the voting shares of the Manager. The shareholders of the Trust, as
well as those of all of the other funds in the Aquila Group of Funds, have
approved new advisory and administration agreements and, if applicable, new
sub-advisory agreements, in anticipation of a change of control of the Manager.
The transactions will not result in any changes in the Trust's advisory fees and
expenses, the services provided, the investment approach or style of the Manager
with respect to the Trust, or the personnel or operations of the Manager.
During the fiscal year ended September 30, 2008, the Trust paid $1,648,873
in management fees.
During the fiscal year ended September 30, 2008, $502,855 was paid under
Part I of the Trust's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $25,730 was retained by the Distributor. With
respect to Class C Shares, during the same period $160,909 was paid under Part
II of the Plan and $53,637 was paid under the Shareholder Services Plan. Of
these total payments of $214,546, the Distributor received $51,804. All of such
payments were for compensation.
During the fiscal year ended September 30, 2008, the Trust paid $100,660 to
Butzel Long, a professional corporation ("Butzel Long"), independent counsel to
the Trust, for legal services. Edward M.W. Hines, Secretary of the Trust, is a
shareholder of that firm.
The Distributor currently handles the distribution of the shares of the
funds in the Aquila 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, 74% by Mr.
Herrmann and other members of his immediate family, and the balance by 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 Investment Company Act of 1940. 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 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 and meetings of committees of which such Trustee was a member.
The Trust's policy is that all Trustees who can do so attend the Annual
Meeting. At the last Annual Meeting all of the Trustees were present.
The Trust has a Nominating Committee, consisting of all of the
non-"interested" Trustees. The committee has a working group consisting of James
A. Gardner, Ralph R. Shaw and Nancy Wilgenbusch. The working group held two
meetings 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, Suite 2300, New York, NY 10017.
Recommendations of nominees from shareholders are not treated differently than
proposals from other sources. The charter of the Nominating Committee is
available on the Trust's website at www.aquilafunds.com.
Shareholder communications intended for the Board of Trustees (or one or
more specified Trustees) may be sent to them in care of the Manager at the above
address.
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, 2009. 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, 2007 and 2008.
2007 2008
Audit Fees $18,000 $18,900
Audit related fees 0 0
------- ------
Audit and audit related fees $18,000 18,900
Tax fees (1) 3,000 3,100
All other fees 0 0
------ ------
Total $21,000 $22,000
====== ======
(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, 2009.
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 2010
annual meeting must be received by the Trust by October 26, 2009, 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 8, 2010.
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.
Outreach Meeting
For the convenience of the shareholders who live a distance from Portland,
the Trust customarily holds outreach meetings at which shareholders can
participate in all activities of the annual meeting except the corporate
business of consideration of the proposals discussed in the proxy statement. The
outreach meeting this year will be held on Monday, March 30, 2009 in Bend,
Oregon at 2:00 p.m.
<page>
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
Tax-Free Trust of Oregon
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on April 1, 2009
PROXY STATEMENT
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE or the INTERNET.
It saves Money! Telephone and Internet voting saves postage costs.
Savings which can help minimize expenses.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
3. Follow the recorded or on-screen directions.
4. Do not mail your Proxy Card when you vote by phone or Internet.
Please detach at perforation before mailing.
PROXY AQUILA GROUP OF FUNDS PROXY
TAX-FREE TRUST OF OREGON
Proxy for Annual Meeting of Shareholders - April 1, 2009
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) below 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 Wednesday, April 1, 2009, at the World
Forestry Center, Cheatham Hall, 4033 SW Canyon Road, Portland, Oregon, at 2:00
p.m. Pacific Daylight Time, and 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.
Management recommends a vote FOR all nominees in Proposal 1 and FOR Proposal 2.
The shares represented hereby will be voted as indicated on the reverse or FOR
if no choice is indicated.
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
Note: PLEASE SIGN EXACTLY AS YOUR NAMES(S) APPEAR(S) ON THIS
PROXY CARD. When signing as custodian, attorney, executor,
administrator, trustee, guardian, etc., please sign your
title as such. Joint owners should each sign.
________________________________________________
Signature
_________________________________________________
Signature (if held jointly)
_________________________________________________
Date_____________________________________________
Yes No
__ __
I plan to attend the Annual Meeting in Portland. [__] [__]
__ __
I plan to attend the Outreach Meeting in Bend. [__] [__]
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials
for the Aquila Group of Funds Tax-Free Trust of Oregon
Shareholder Meeting to Be Held on April 1, 2009.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/aqu19893
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY
Please detach at perforation before mailing.
Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
1. Election of Trustee Nominees:
01. Gary C. Cornia 02. James A. Gardner 03. Diana P. Herrmann*
04. Edmund P. Jensen 05. John W. Mitchell* 06. Ralph R. Shaw
07. Nancy Wilgenbusch
*Interested Trustees
For All Withhold All For All Except
__ __ __
[__] [__] [__]
To withhold authority to vote for one or more (but not all) nominees, mark "FOR
ALL EXCEPT" and write the nominee number(s) and/ or name(s) on the line below.
____________________
2. Action on selection of Tait, Weller & Baker LLP as independent registered
public accounting firm. (Annual Meeting Proposal No. 2 in Proxy Statement)
For Against Abstain
__ __ __
[__] [__] [__]
As to any other matter said proxies shall vote in accordance with their best
judgment.
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
HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.