IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
HAWAIIAN TAX-FREE TRUST
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
on September 29, 1997
TO OUR SHAREHOLDERS:
The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Hawaiian Tax-Free Trust (the
"Trust") will be held:
Place: (a) at the Ala Moana Hotel, Hibiscus Ballroom,
410 Atkinson Drive, Honolulu, Hawaii;
Time: (b) on September 29, 1997
at 10:00 a.m., local time;
Purposes: (c) for the following purposes:
(i) to elect eleven 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;
(ii) to ratify (that is, to approve) or
reject the selection of KPMG Peat Marwick
LLP as the Trust's independent auditors
for the fiscal year ending March 31, 1998
(Proposal No. 1);
PLEASE NOTE:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested in
mailing in your proxy no matter how large or small your holding may
be.
<PAGE>
(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 July 2, 1997
(the "record date"). Also, the number of
shares of each of the Trust's three
classes of shares that you held at that
time and the respective net asset values
of each class of shares at that time
determines 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
August 1, 1997
<PAGE>
HAWAIIAN TAX-FREE TRUST
380 Madison Avenue, Suite 2300, New York, New York 10017
PROXY STATEMENT
INTRODUCTION
The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Hawaiian Tax-Free Trust (the
"Trust"). The purpose of this proxy statement (all the remainder of
this document) is to give you information on which you may base
your decisions as to the choices, if any, you make on the enclosed
proxy card.
A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-228-4227 toll-free or 212-697-6666.
The Trust's organizer and administrator (the "Administrator")
is Aquila Management Corporation, 380 Madison Avenue, Suite 2300,
New York, NY 10017. The Trust's principal underwriter (the
"Distributor") is Aquila Distributors, Inc., 380 Madison Avenue,
Suite 2300, New York, NY 10017. Hawaiian Trust Company, Limited,
Financial Plaza of the Pacific, P.O. Box 3170 Honolulu, Hawaii
96802 is the Trust's Investment Adviser.
This Notice and Proxy Statement are first being mailed on or
about August 1, 1997.
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 striking a line through the nominee's name on
the proxy card.
As to the other matters listed on the proxy card, you may
direct the proxy holders to vote your shares on those proposals by
checking the appropriate box "For" or "Against" or instruct them
not to vote your shares on a proposal by checking the "Abstain"
box. If you return your signed proxy card and do not check any box
on a proposal, the proxy holders will vote your shares for that
proposal. Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum.
You may end the power of the proxy holders to vote your
shares, after you have signed and returned your proxy card but
before the power is used 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); or (iii) voting your shares at the
meeting in person or by your duly appointed agent.
The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("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. 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
these shares. The Trust will pay these firms for their
out-of-pocket expenses for doing so.
The Trust has three classes of shares outstanding. All
shareholders of the Trust of all three classes 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 all three classes of the Trust's shares was $11.46.
The meeting will act upon matters that affect the Fund as a whole:
the election of Trustees and the action on the selection of
auditors (Proposal No. 1). On matters that affect the Fund as a
whole, all shareholders of the Fund, including the shareholders of
all three classes of the Fund are entitled to vote at the meeting.
On the record date the total number of shares of the Trust
outstanding and entitled to vote was 56,921,512. Of the shares of
the Trust outstanding on the record date, Merrill Lynch Pierce
Fenner & Smith, Inc., P.O. Box 30561, New Brunswick, NJ, held of
record 8,376,423 Class A Shares (14.7% of the class) and 84,193
Class C Shares (19.6% of the class) and BHC Securities Inc., 2005
Market Street, Philadelphia, PA held of record 3,025,642 Class A
Shares (5.3% of the class) and 89,324 Class C Shares (20.7% of the
class). On the basis of information received from the holders, the
Trust's management believes that all of the shares indicated are
held for the benefit of clients. The Administrator held of record
10 Class Y Shares (100% of the class). The Trust's management is
not aware of any other person beneficially owning more than 5% of
its outstanding shares as of such date.
ELECTION OF TRUSTEES
At the Meeting, eleven Trustees are to be elected. 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.
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 instruct the
proxy holders as to the voting of your shares as to the election of
Trustees.
All of the nominees are presently Trustees, and were
previously elected by the shareholders at the annual meeting of the
Trust held on September 23, 1996. Mr. Herrmann, Mr. Cole and Mr.
Courtney have been Trustees since the beginning of the Trust's
operations in February 1985. Mr. Carlson has been a Trustee since
1987, and Mr. Alden, since 1989. Messrs. Gushman, Hong, Philpotts,
Okata and Stender have been Trustees since 1992. Each of the
Trustees holds the same positions with the Pacific Capital Funds of
Cash Assets Trust: Pacific Capital Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets Trust, and Pacific Capital U.S.
Treasuries Cash Assets Trust, money market mutual fund portfolios
having the same Adviser and Administrator as the Trust. The
beneficial ownership of shares indicated below includes voting and
investment control unless otherwise indicated. Shares are given to
the nearest full share. The Trustees and officers as a group own
less than 1% of the outstanding shares of the Trust. In the table
below and elsewhere in this Proxy Statement, Aquila Management
Corporation, the Trust's Administrator, is referred to as the
"Administrator" and the Trust's Distributor, Aquila Distributors,
Inc., is referred to as the "Distributor." Mr. Herrmann is an
interested person of the Trust as that term is defined in the
Investment Company Act of 1940 (the "1940 Act") as an officer of
the Trust and a Director, officer and shareholder of the
Distributor. Mr. Philpotts is an interested person of the Trust as
a Director of the Adviser and a shareholder of the Adviser's
corporate parent. They are so designated by an asterisk. See "Other
Information," below for a description of certain agreements among
them and the Trust, including provisions about persons suggested by
them to be Trustees.
Described in the following material are the name, positions
with the Trust, age as of July 2, 1997, and business experience
during at least the past five years (other than with the Trust) of
each nominee and all officers of the Trust.
Lacy B. Herrmann*, President and Chairman of the Board of Trustees,
Age: 68 Shares owned: 1,616 (1)
Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and
Administrator and/or Adviser or Sub-Adviser to the following open-
end investment companies, and Founder, Chairman of the Board of
Trustees, and President of each: Tax-Free Trust of Arizona since
1986; Tax-Free Trust of Oregon since 1986; Tax-Free Fund of
Colorado since 1987; Churchill Tax-Free Fund of Kentucky since
1987; Tax-Free Fund For Utah since 1992; and Narragansett Insured
Tax-Free Income Fund since 1992; each of which is a tax-free
municipal bond fund, and two equity funds, Aquila Rocky Mountain
Equity Fund since 1993 and Aquila Cascadia Equity Fund since 1996,
which, together with this Trust are called the Aquila Bond and
Equity Funds; and Pacific Capital Cash Assets Trust since 1984;
Churchill Cash Reserves Trust since 1985; Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988; Pacific Capital Tax-Free
Cash Assets Trust since 1988; each of which is a money market fund,
and together with Capital Cash Management Trust ("CCMT") are called
the Aquila Money-Market Funds; Vice President, Director, Secretary
and formerly Treasurer of Aquila Distributors, Inc. since 1981,
distributor of the above funds; President and Chairman of the Board
of Trustees of CCMT, a money market fund since 1981, and an Officer
and Trustee/Director of its predecessors since 1974; Chairman of
the Board of Trustees and President of Prime Cash Fund (which is
inactive) since 1982 and of Short Term Asset Reserves 1984-1996;
President and a Director of STCM Management Company, Inc., sponsor
and sub-adviser to CCMT; Chairman, President, and a Director since
1984, of InCap Management Corporation, formerly sub-adviser and
administrator of Prime Cash Fund and Short Term Asset Reserves, and
Founder and Chairman of several other money market funds; Director
or Trustee of OCC Cash Reserves, Inc., Oppenheimer Quest Global
Value Fund, Inc., Oppenheimer Quest Value Fund, Inc., and Trustee
of Quest For Value Accumulation Trust, The Saratoga Advantage
Trust, and of the Rochester Group of Funds, each of which is an
open-end investment company; Trustee of Brown University, 1990-1996
and currently Trustee Emeritus; actively involved for many years in
leadership roles with university, school and charitable
organizations.
(1) Includes 464 shares held of record by his wife and 939 shares
held of record by the Administrator.
Vernon R. Alden, Trustee, Age: 74 Shares owned: 184
Director of Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation since 1959,
Intermet Corporation, an independent foundry since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Tax-Free Trust of
Oregon since 1988, of Pacific Capital Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1989, of Cascades Cash Fund,
1989-1994, of Narragansett Insured Tax-Free Income Fund since 1992,
and of Aquila Cascadia Equity Fund since 1996; Associate Dean and
member of the faculty of Harvard University Graduate School of
Business Administration, 1951-1962; member of the faculty and
Program Director of Harvard Business School - University of Hawaii
Advanced Management Program, summer of 1959 and 1960; President of
Ohio University, 1962-1969; Chairman of The Japan Society of
Boston, Inc., and member of several Japan-related advisory
councils; Chairman of the Massachusetts Business Development
Council and the Massachusetts Foreign Business Council, 1978-1983;
Trustee of the Boston Symphony Orchestra since 1975; Chairman of
the Massachusetts Council on the Arts and Humanities, 1972-1984;
Member of the Board of Fellows of Brown University, 1969-1986;
Trustee and member of the Executive Committee, Plimoth Plantation;
trustee of various other cultural and educational organizations;
Honorary Consul General of the Royal Kingdom of Thailand.
Arthur K. Carlson, Trustee, Age: 75 Shares owned: 939 (2)
Retired; Advisory Director of the Renaissance Companies (design and
construction companies of commercial, industrial and upscale
residential properties) since 1996; Senior Vice President and
Manager of the Trust Division of The Valley National Bank of
Arizona, 1977-1987; Trustee of Tax-Free Fund of Colorado, Tax-Free
Trust of Arizona and Pacific Capital Cash Assets Trust since 1987,
of Pacific Capital Tax-Free Cash Assets Trust and Pacific Capital
U.S. Treasuries Cash Assets Trust since 1988 and of Aquila Rocky
Mountain Equity Fund since 1993; previously Vice President of
Investment Research at Citibank, New York City, and prior to that
Vice President and Director of Investment Research of Irving Trust
Company, New York City; past President of The New York Society of
Security Analysts and currently a member of the Phoenix Society of
Financial Analysts; formerly Director of the Financial Analysts
Federation; past Chairman of the Board and, currently, Director of
Mercy Healthcare of Arizona, Phoenix, Arizona since 1990; Director
of Northern Arizona University Foundation since 1990; present or
formerly an officer and/or director of various other community and
professional organizations.
(2) Held jointly with his wife and includes 672 shares held in the
name of a nominee.
William M. Cole, Trustee, Age: 65 Shares owned: 1,639
President of Cole International, Inc., financial and shipping
consultants since 1974; President of Cole Associates, shopping
center and real estate developers, 1974-1976; President of Seatrain
Lines, Inc., 1970-1974; former General Partner of Jones & Thompson,
international shipping brokers; Trustee of Pacific Capital Cash
Assets Trust since 1984, of Tax-Free Fund of Colorado since 1987
and of Pacific Capital Tax-Free Cash Assets Trust and Pacific
Capital U.S. Treasuries Cash Assets Trust since 1988; Chairman of
Cole Group, a financial consulting and real estate firm since 1985.
Thomas W. Courtney, C.F.A., Trustee, Age: 63 Shares owned: 1,584
President of Courtney Associates, Inc., a venture capital firm
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Federated Investment Counseling Inc., 1975-1982;
President of Boston Company Institutional Investors, Inc., 1970-
1975; formerly a Director of the Financial Analysts Federation;
Trustee of Pacific Capital Cash Assets Trust since 1984, of Tax-
Free Trust of Arizona since 1986 and of Pacific Capital Tax-Free
Cash Assets Trust and Pacific Capital U.S. Treasuries Cash Assets
Trust since 1988; Director or Trustee of OCC Cash Reserves, Inc.,
Oppenheimer Quest Global Value Fund, Inc., Oppenheimer Quest Value
Fund, Inc., and Trustee of Quest For Value Accumulation Trust and
of the Rochester Group of Funds, each of which is an open-end
investment company.
Richard W. Gushman, II, Trustee, Age: 51 Shares owned: 620
President and Chief Executive Officer of OKOA, INC., a private
Hawaii corporation involved in real estate; adviser to RAMPAC,
Inc., a wholly owned subsidiary of the Bank of Hawaii, involved
with commercial real estate finance; Trustee of Pacific Capital
Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets Trust since 1993;
Trustee of Pacific Capital Funds, which includes bond and stock
funds since 1993; Member of the Boards of Aloha United Way,
Downtown Improvement Association, Boys and Girls Club of Honolulu
and Oceanic Cablevision, Inc.
Stanley W. Hong, Trustee, Age: 61 Shares owned: 1,148 (3)
President and Chief Executive Officer of The Chamber of Commerce of
Hawaii since 1996; Business consultant since 1994; Senior Vice
President of McCormack Properties, Ltd., 1993-1994; President and
Chief Executive of the Hawaii Visitors Bureau, 1984-1993; Vice
President, General Counsel and Corporate Secretary at TheoDavies &
Co., Ltd., a multiple business company, 1973-1984; formerly
Legislative Assistant to U.S. Senator Hiram L. Fong; member of the
Boards of Directors of several community organizations; Trustee of
Pacific Capital Cash Assets Trust, Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital U.S. Treasuries Cash Assets Trust
since 1993; Trustee of Pacific Capital Funds, which includes bond
and stock funds since 1993; Director of Capital Investment of
Hawaii, Inc. since 1995 (Real Estate and Wholesale Bakery);
Director, Central Pacific Bank since 1995; Trustee of Nature
Conservancy of Hawaii since 1990; Regent of Chaminade University of
Honolulu since 1990.
(3) Held of record and beneficially by his wife.
Theodore T. Mason, Trustee, Age: 60 Shares owned: 746
Managing Director of EastWind Power Partners, Ltd. since 1994;
Director of Alumni Association, SUNY Maritime College since 1997;
Director of Cogeneration Development of Willamette Industries,
Inc., a forest products company, 1991-1993; Vice President of
Corporate Development of Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the same company, 1977-1978; Vice
Chairman of the Board of Trustees of CCMT since 1981; Trustee and
Vice President, 1976-1981, and formerly Director of its
predecessor; Director of STCM Management Company, Inc.; Vice
Chairman of the Board of Trustees and Trustee of Prime Cash Fund
(which is inactive) since 1982; Trustee of Short Term Asset
Reserves, 1984-1986 and 1989-1996, of Pacific Capital Cash Assets
Trust since 1984, of Churchill Cash Reserves Trust since 1985, of
Pacific Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988 and of Churchill Tax-Free
Fund of Kentucky since 1992; Vice President and Trustee of Oxford
Cash Management Fund, 1983-1989; Vice President of Trinity Liquid
Assets Trust, 1983-1985; President and Director of Ted Mason
Venture Associates, Inc., a venture capital consulting firm, 1972-
1980; Advisor to the Commander, U.S. Maritime Defense Zone
Atlantic, 1984-1988; National Vice President, Surface/Subsurface,
Naval Reserve Association, 1985-1987; National Vice President,
Budget and Finance, for the same Association, 1983-1985; Commanding
Officer of four Naval Reserve Units, 1974-1985; Captain, USNR,
1978-1988.
Russell K. Okata, Trustee, Age: 53 Shares owned: 561 (4)
Executive Director, Hawaii Government Employees Association AFSCME
Local 152, AFL-CIO; Trustee of Pacific Capital Cash Assets Trust,
Pacific Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1993; Trustee of Pacific Capital
Funds, which includes bond and stock funds since 1993; Chairman of
the Royal State Insurance Group since 1988; Trustee of several
charitable organizations.
(4) Held Jointly with his wife.
Douglas Philpotts*, Trustee, Age: 65 Shares owned: 10,246 (5)
Retired; Director of Hawaiian Trust Company, Limited since 1986,
Chairman of the Board, 1992-1994 and President, 1986-1992; Director
of Victoria Ward, Limited; Trustee of Pacific Capital Cash Assets
Trust, Pacific Capital Tax-Free Cash Assets Trust and Pacific
Capital U.S. Treasuries Cash Assets Trust since 1992; Trustee of
Pacific Capital Funds, which includes bond and stock funds since
1993; Trustee of the Strong Foundation; present or former director
or trustee of a number of civic and charitable organizations in
Hawaii.
(5) Held of record by a trust of which he is a Trustee.
Oswald K. Stender, Trustee, Age: 65 Shares owned: 4,813
Trustee of the Bernice Pauahi Bishop Estate since 1990; Director of
Hawaiian Electric Industries, Inc., a public utility holding
company since 1993; Senior Advisor to the Trustees of The Estate of
James Campbell, 1987-1989 and Chief Executive Officer, 1976-1988;
Director of several housing and real estate associations; Director,
member or trustee of several community organizations; Trustee of
Pacific Capital Cash Assets Trust, Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital U.S. Treasuries Cash Assets Trust
since 1993; Trustee of Pacific Capital Funds, which includes bond
and stock funds since 1993.
Sherri Foster, Senior Vice President, Age: 46
Vice President, 1988-1992 and Assistant Vice President, 1985-1988;
Assistant Vice President of Pacific Capital Cash Assets Trust since
1985 and of Pacific Capital Tax-Free Cash Assets Trust and Pacific
Capital U.S. Treasuries Cash Assets Trust since 1988; Registered
Representative of the Distributor since 1985; Realtor-Associate of
Sherrian Bender Realty, successor to John Wilson Enterprises, 1983-
1994; Executive Secretary of the Hyatt Regency, Maui, 1981-1983.
William C. Wallace, Senior Vice President,Age: 61
Vice President of Capital Cash Management Trust and Pacific Capital
Cash Assets Trust since 1984; Vice President, 1984-1985; Senior
Vice President of Tax-Free Trust of Arizona since 1989 and Vice
President, 1986-1988; Vice President of Tax-Free Trust of Oregon
since 1986, of Churchill Tax-Free Fund of Kentucky and Tax-Free
Fund of Colorado since 1987, of Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital U.S. Treasuries Cash Assets Trust
since 1988 and of Narragansett Insured Tax-Free Income Fund since
1992; Secretary and Director of STCM Management Company, Inc. since
1974; President of the Distributor since 1995 and formerly Vice
President of the Distributor, 1986-1992; Member of the Panel of
Arbitrators, American Arbitration Association since 1978; Assistant
Vice President, American Stock Exchange, Market Development
Division, and Director of Marketing, American Gold Coin Exchange,
a subsidiary of the American Stock Exchange, 1976-1984.
Diana P. Herrmann, Vice President,
Trustee of Tax-Free Trust of Arizona and Tax-Free Trust of Oregon
since 1994, of Churchill Tax-Free Fund of Kentucky and Churchill
Cash Reserves Trust since 1995, of Aquila Cascadia Equity Fund
since 1996 and of Aquila Rocky Mountain Equity Fund and Tax-Free
Fund for Utah since 1997; President and Chief Operating Officer of
the Administrator since 1997; Senior Vice President and Secretary,
formerly Vice President of the Administrator since 1986 and
Director since 1984; Senior Vice President or Vice President and
formerly Assistant Vice President of the Aquila Money-Market Funds
since 1986; Vice President of the Aquila Bond and Equity Funds
since 1997; Vice President of InCap Management Corporation since
1986 and Director since 1983; Assistant Vice President of Oxford
Cash Management Fund, 1986-1988; Assistant Vice President and
formerly Loan Officer of European American Bank, 1981-1986;
daughter of the Trust's President; Trustee of the Leopold Schepp
Foundation (academic scholarships) since 1995; actively involved in
mutual fund and trade associations and in college and other
volunteer organizations.
Rose F. Marotta, Chief Financial Officer, Age: 73
Chief Financial Officer of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1991 and Treasurer, 1981-1991;
formerly Treasurer of the predecessor of CCMT; Treasurer and
Director of STCM Management Company, Inc. since 1974; Treasurer of
Trinity Liquid Assets Trust, 1982-1986 and of Oxford Cash
Management Fund, 1982-1988; Treasurer of InCap Management
Corporation since 1982, of the Administrator since 1984 and of the
Distributor since 1985.
Richard F. West, Treasurer,Age: 61
Treasurer of the Aquila Money-Market Funds and the Aquila Bond and
Equity Funds and of Aquila Distributors, Inc. since 1992; Associate
Director of Furman Selz Incorporated, 1991-1992; Vice President of
Scudder, Stevens & Clark, Inc. and Treasurer of Scudder
Institutional Funds, 1989-1991; Vice President of Lazard Freres
Institutional Funds Group, Treasurer of Lazard Freres Group of
Investment Companies and HT Insight Funds, Inc., 1986-1988; Vice
President of Lehman Management Co., Inc. and Assistant Treasurer of
Lehman Money Market Funds, 1981-1985; Controller of Seligman Group
of Investment Companies, 1960-1980.
Edward M. W. Hines, Secretary, Age: 57
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone
LLP, attorneys since 1989 and counsel, 1987-1989; Secretary of the
Aquila Money-Market Funds and the Aquila Bond and Equity Funds
since 1982; Secretary of Trinity Liquid Assets Trust, 1982-1985 and
Trustee of that Trust, 1985-1986; Secretary of Oxford Cash
Management Fund, 1982-1988.
John M. Herndon, Assistant Secretary, Age: 57
Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995 and Vice President of the Aquila
Money-Market Funds since 1990; Vice President of the Administrator
since 1990; Investment Services Consultant and Bank Services
Executive of Wright Investors' Service, a registered investment
adviser, 1983-1989; Member of the American Finance Association, the
Western Finance Association and the Society of Quantitative
Analysts.
Patricia A. Craven, Assistant Secretary & Compliance Officer, Age:
30
Assistant Secretary of the Aquila Money-Market Funds and the Aquila
Bond and Equity Funds since 1995; Counsel to the Administrator and
the Distributor since 1995; formerly a Legal Associate for
Oppenheimer Management Corporation, 1993-1995.
Compensation of Trustees
The Trust does not currently pay fees to any of the Trust's
officers or to Trustees affiliated with the Administrator or the
Adviser, except for Trustees affiliated with the Adviser solely
because of membership on its Board of Directors. During the fiscal
year ended March 31, 1997, the Trust paid $174,902 in fees and
reimbursement of expenses to its other Trustees. The Trust is one
of the 14 funds in the Aquilasm Group of Funds, which consist of
tax-free municipal bond funds, money market funds and two equity
funds. The following table lists the compensation of all Trustees
who received compensation from the Trust and the compensation they
received during the Trust's fiscal year from other funds in the
Aquilasm Group of Funds. None of such Trustees has any pension or
retirement benefits from the Trust or any of the other funds in the
Aquila group.
<TABLE>
<CAPTION
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Trust Group now serves
<S> <C> <C> <C>
Vernon R.
Alden $15,660 $50,245 7
Arthur K.
Carlson $15,587 $57,927 7
William M.
Cole $17,146 $47,251 5
Thomas W.
Courtney $15,805 $48,628 5
Richard W.
Gushman, II $15,650 $37,050 4
Stanley W.
Hong $14,906 $34,956 4
Theodore T.
Mason $15,954 $52,780 8
Russell K.
Okata $16,104 $36,102 4
Douglas
Philpotts $14,181 $32,752 4
Oswald K.
Stender $14,500 $34,750 4
</TABLE>
The Administrator is administrator to the Aquilasm Group of
Funds which consists of tax-free municipal bond funds, money market
funds and an equity fund. As of June 30, 1997, these funds had
aggregate assets of approximately $2.6 billion, of which
approximately $1.9 billion consisted of assets of the tax-free
municipal bond funds. The Administrator is controlled by Mr. Lacy
B. Herrmann, through share ownership directly, through a trust and
by his wife. For the Trust's fiscal year ended March 31, 1997 fees
of $915,693 and $1,700,577, respectively, were paid and/or accrued
to the Adviser and to the Administrator under the Trust's Advisory
Agreement and the Administration Agreement.
The Distributor currently handles the distribution of the
shares of fourteen funds (five money market funds, seven tax-free
municipal bond funds and two equity funds) including the Trust.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs relating
to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. All
of the shares of the Distributor are owned by Mr. Herrmann. During
the fiscal year ended March 31, 1997, $1,304,201 was paid to
Qualified Recipients under the Trust's Distribution Plan with
respect to Class A Shares, of which $76,168 was retained by the
Distributor. During the same period, $14,765 was paid under the
Plan with respect to Class C Shares, all of which was retained by
the Distributor. In addition, during the same period, $4,922 was
paid under the Trust's Shareholder Services Plan with respect to
Class C Shares, all of which was retained by the Distributor.
At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which are
currently owned by Mr. Herrmann, will be owned by certain directors
and/or officers of the Administrator and/or the Distributor
including Mr. Herrmann.
Other Information on Trustees
The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons," as that term is defined in the 1940 Act. The
Committee (i) recommends to the Board of Trustees what firm of
independent auditors will be selected by the Board of Trustees
(subject to shareholder ratification); (ii) reviews the methods,
scope and result of audits and the fees charged; and (iii) reviews
the adequacy of the Trust's internal accounting procedures and
controls. The Committee held two meetings during the Trust's last
fiscal year. The Board of Trustees does not have a nominating
committee. During the Trust's last fiscal year, the Board of
Trustees held four meetings. All Trustees were 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).
RATIFICATION OR REJECTION
OF SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as the
Trust's independent auditors for the fiscal year ending March 31,
1998, such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in the
Trust, the Trust's Adviser or the Trust's Administrator. It is
expected that representatives of the firm not will be present at
the meeting but will be available should any matter arise requiring
their presence.
RECEIPT OF
SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in those
rules may, under certain conditions, be included in the Trust's
proxy statement and proxy card for a particular annual meeting. One
of these conditions relates to the timely receipt by the Trust of
any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting
after the meeting to which this Proxy Statement relates must be
received by the Trust not less than 120 days before the anniversary
of the date stated in this Proxy Statement for the first mailing of
this Proxy Statement. The date for such submission could change,
depending on the scheduled date for the next annual meeting; if so,
the Trust will so advise you.
The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Trust does not know of any other matter which will come up
for action at the Meeting. If any other matter or matters properly
come up for action at the Meeting, including any adjournment of the
Meeting, the proxy holders will vote the shares which the proxy
cards entitle them to vote in accordance with their judgment on
such matter or matters. That is, by signing and returning your
proxy card, you give the proxy holders discretionary authority as
to any such matter or matters.
<PAGE>
HAWAIIAN TAX-FREE TRUST
PROXY FOR SHAREHOLDERS MEETING SEPTEMBER 29, 1997
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of HAWAIIAN TAX-FREE TRUST (the
"Trust") does hereby appoint LACY B. HERRMANN and EDWARD M. W.
HINES, or either of them, as attorneys and proxies of the
undersigned, with full power of substitution, to attend the Annual
meeting of shareholders of Hawaiian Tax-Free Trust, to be held on
September 29, 1997, at Ala Moana Hotel, Hibiscus Ballroom, 410
Atkinson Drive, Honolulu, Hawaii at 10:00 a.m. local time, and at
all adjournments thereof, and thereat to vote the shares held in
the name of the undersigned on the record date for said meeting on
the matters listed below.
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.
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW AND
FOR THE PROPOSALS LISTED BELOW. THE SHARES REPRESENTED HEREBY WILL
BE VOTED AS INDICATED BELOW OR FOR IF NO CHOICE IS INDICATED.
As to any other matter said attorneys shall vote in accordance
with their best judgment.
Election of Trustees---.
__
[__] FOR all nominees listed below
__
[__] VOTE WITHHELD for all nominees listed
below
(Instructions: To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee
or the names of such nominees in the list below.)
LACY B. HERRMANN; VERNON R. ALDEN; ARTHUR K. CARLSON;
WILLIAM M. COLE; THOMAS W. COURTNEY; RICHARD W. GUSHMAN, II;
STANLEY W. HONG; THEODORE T. MASON; RUSSELL K. OKATA;
DOUGLAS PHILPOTTS; OSWALD K. STENDER;
Ratification of selection of KPMG Peat Marwick LLP as
independent auditors
__ __ __
(Proposal No. 1) FOR [__] AGAINST [__] ABSTAIN [__]
Dated: ____________ ______, 1997
Month Day
__________________________________
SIGNATURE(S)
__________________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
a custodian, attorney, executor, administrator, trustee, guardian,
etc., please sign your full title as such. Joint owners should
each sign.
