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 OCTOBER 29, 1999
TO SHAREHOLDERS OF THE TRUST:
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 October 29, 1999
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 LLP as the Trust's
independent auditors for the fiscal year ending
March 31, 2000 (Proposal No. 1); and
PLEASE NOTE:
If you do not expect to attend the Meeting, please indicate
voting instructions in any of three ways: by telephone, by e-mail
or by completing the enclosed proxy 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.
(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 August 5, 1999 (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
September 15, 1999
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 rest
of this document) is to give you information on which you may
base your decisions as to the choices, if any, you make in
voting.
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. Pacific Century
Trust, 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 September 15, 1999.
You can vote in three ways:
Proxy Ballot
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 that 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 any box
on the proposal, the proxy holders will vote your shares for the
proposal.
Telephone Voting
You can vote your shares by telephone. You should first read
the Proxy Statement. To vote, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on the
enclosed proxy card. Follow the recorded instruction using your
proxy card as a guide. If you vote by phone, do not return the
proxy card by mail.
Internet Voting
You can vote your shares by the Internet. You should first
read the Proxy Statement. To vote, contact the Trust at
http://www.proxyvote.com. You will be prompted to enter the 12-
digit control number on the enclosed proxy card. Follow the
instructions on the screen, using your proxy card as a guide. If
you vote by the Internet, do not return the proxy card by mail.
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 above or contacting the Trust's internet address
above, entering your 12-digit control number and revoking your
previous vote.
Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum or voted on any matter.
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. 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, $11.25; Class C Shares,
$11.24; and Class Y Shares, $11.26. The meeting is expected to
act only upon matters that affect the Trust as a whole: the
election of Trustees and the action on the selection of auditors
(Proposal No. 1). On matters that affect the Trust as a whole,
all shareholders of the Trust, including the shareholders of all
classes 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,
41,849,503; Class C Shares, 450,345; and Class Y Shares, 304,182.
Of the shares of the Trust outstanding on the record date
Of the shares of the Trust outstanding on the record date,
Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Deer Lake Drive,
Jacksonville, FL held of record 7,296,507 Class A Shares (13.3%
of the class) and 309,415 Class C Shares (28.3% of the class) and
BHC Securities Inc., 2005 Market Street, Philadelphia, PA held of
record 7,296,507 Class A Shares (7.7% 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. . Martha N. Steele, Trustee of the Martha San
Nicholas Steele Declaration of Trust, Honolulu, Hawaii held of
record 143,224 Class Y Shares (46.9% of the class), James D.
McDowell, Haiku, Hawaii held of record 23,772 Class Y Shares
(7.8% of the class); and L.T. Miccio and B.A. Annis, Trustees,
Honolulu, Hawaii, held of record 28,861 Class Y Shares (9.5% of
the class); L.T. Miccio, Trustee, held of record 35,544 Class Y
Shares (11.6% of the class). The Trust's management is not aware
of any other person who beneficially owned 5% or more of its
outstanding shares on 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 10, 1998. 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. Government Securities Cash Assets Trust, money
market 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. All shares
are Class A Shares unless otherwise indicated. 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 founder and
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 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.)
In the following material Pacific Capital Cash Assets Trust,
Churchill Cash Reserves 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 together
with Capital Cash Management Trust ("CCMT") called the "Aquila
Money-Market Funds"; Hawaiian Tax-Free Trust (this Trust), Tax-
Free Trust of Arizona, Tax-Free Trust of Oregon, Tax-Free Fund of
Colorado, Churchill Tax-Free Fund of Kentucky, Narragansett
Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila
Bond Funds"; and Aquila Cascadia Equity Fund and Aquila Rocky
Mountain Equity Fund are called the "Aquila Equity Funds."
Described in the following material are the name, positions
with the Trust, age as of the record date and business experience
during at least the past five years (other than with the Trust)
of each nominee and all officers of the Trust. All shares listed
as owned by the Trustees are Class A Shares unless indicated
otherwise.
Lacy B. Herrmann* Chairman Founder and Chairman of
380 Madison Avenue of the the Board of Aquila
New York, New York Board of Management Corporation,
10017 Trustees the sponsoring organization
Age: 70 and Manager or Administrator and/or
Shares owned: 939 (1) Adviser or Sub-Adviser to the
Aquila Money Market Funds, the
Aquila Bond Funds and the Aquila
Equity Funds, and founder, Chairman
of the Board of Trustees and
(currently or until 1998) President
of each since its establishment,
beginning in 1984; Director of
Aquila Distributors, Inc.,
distributor of the above funds,
since 1981 and formerly Vice
President or Secretary, 1981-1998;
President and a Director of STCM
Management Company, Inc., sponsor
and sub-adviser to CCMT; Founder
and Chairman of several other money
market funds; Director or Trustee
of OCC Cash Reserves, Inc. and
Quest For Value Accumulation Trust,
and Director or Trustee of
Oppenheimer Quest Value Fund, Inc.,
Oppenheimer Quest Global Value
Fund, Inc. and Oppenheimer
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) Held of record by the Administrator.
Vernon R. Alden Trustee Director of Sonesta
20 Park Plaza International Hotels
Suite 1010 Corporation, Boston, General
Boston, Independent Partner of
Massachusetts 02116 the Merrill Lynch-Lee Funds;
Age: 76 Former Director of Colgate-
Shares owned: 185 Palmolive Company,
Digital Equipment Corporation,
Intermet Corporation, The McGraw-
Hill and The Mead Corporation;
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
Hawaiian Tax-Free Trust (this
Trust), Pacific Capital Cash Assets
Trust, Pacific Capital Tax-Free
Cash Assets Trust and Pacific
Capital U.S. Government Securities
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 Emeritus, Boston
Symphony Orchestra; Chairman of the
Massachusetts Council on the Arts
and Humanities, 1972-1984; Member
of the Board of Fellows of Brown
University, 1969-1986; Trustee of
various other cultural and
educational organizations; Honorary
Consul General of the Royal Kingdom
of Thailand; Received decorations
from the Emperor of Japan (1986)
and the King of Thailand (1996 and
1997).
Arthur K. Carlson Trustee Retired; Advisory Director
8702 North Via La Serena of the Renaissance Companies
Paradise Valley, Arizona (design and construction
85253 companies of commercial,
Age: 77 industrial and
upscale residential
Shares owned: 1,086 (2) 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, Hawaiian Tax-Free Trust
(this Trust), 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. Government
Securities 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 past Director of Mercy
Healthcare of Arizona, Phoenix,
Arizona; Director of St. Joseph's
Hospital Foundation since 1996 and
Director of Northern Arizona
University Foundation since 1990,
present or formerly an officer
and/or director of various other
community and professional
organizations.
(1) Held in street name.
William M. Cole Trustee President of Cole
852 Ramapo Way International,
Westfield, New Jersey Inc., financial and
07090 shipping consultants,
Age: 68 since 1974;
President of Cole
Shares owned: 84 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
Hawaiian Tax-Free Trust (this
Trust) since 1985, of Tax-Free Fund
of Colorado since 1987 and of
Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital
U.S. Government Securities Cash
Assets Trust since 1988; Chairman
of Cole Group, a financial
consulting and real estate firm,
since 1985.
Thomas W. Courtney Trustee President of Courtney
P.O. Box 8186 Associates, Inc., a venture Naples,
Florida 33941 capital firm, since 1988;
Age: 65 General Partner
of Trivest Venture
Shares owned: 1,759 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 Hawaiian Tax-Free Trust
(this Trust) and 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. Government Securities
Cash Assets Trust since 1988;
Trustee of numerous Oppenheimer
Capital and Oppenheimer Management
Funds.
Richard W. Gushman II Trustee President and Chief
700 Bishop Street Executive Officer of
Suite 222 OKOA, INC., a private
Honolulu, Hawaii 96813 Hawaii corporation
Age: 53 involved in
real estate; adviser to
Shares owned: 689 RAMPAC, Inc., a wholly
owned subsidiary of the Bank of
Hawaii, involved with commercial
real estate finance; Trustee of
Hawaiian Tax-Free Trust (this
Trust) since 1992 and of Pacific
Capital Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets Trust
and Pacific Capital U.S. Government
Securities Cash Assets Trust since
1993; Trustee of Pacific Capital
Funds, which includes bond and
stock funds, since 1993; Trustee of
the University of Hawaii Foundation
and of Hawaii Pacific University;
Member of the Boards of Aloha
United Way, Boys and Girls Club of
Honolulu and Oceanic Cablevision,
Inc.
Stanley W. Hong Trustee President and Chief
4976 Poola Street Executive Officer
Honolulu, Hawaii 96821 of The Chamber of
Age: 63 Commerce of
Hawaii since 1996;
Shares owned: 1,196 (3) 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
Theo, Davies & 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 Hawaiian
Tax-Free Trust (this Trust) since
1992 and of Pacific Capital Cash
Assets Trust, Pacific Capital Tax-
Free Cash Assets Trust and Pacific
Capital U.S. Government Securities
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 1985;
Trustee of Nature Conservancy of
Hawaii since 1990; Regent of
Chaminade University of Honolulu
since 1990.
(3) Held in the name of his wife.
Theodore T. Mason Trustee Managing Director of
26 Circle Drive, EastWind Power
New York 10706 Partners, Ltd. since
Age: 63 1994; Hastings-
on-Hudson, Second
Shares owned: 832 Vice President, Alumni
Association, SUNY Maritime College
1998; Director for the same
organization, 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 Hawaiian Tax-Free Trust
(this Trust) and 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. Government Securities
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 Executive Director, Hawaii
888 Miliani Street Government Employees
Suite 601, Association AFSCME
Honolulu, Hawaii 96813-298 Local 152, AFL-CIO;
Age: 55 Trustee of
Hawaiian Tax-Free Trust
Shares owned: 623 (4) (this Trust) since 1992 and of
Pacific Capital Cash Assets Trust,
Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital
U.S. Government Securities 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 the Blood Bank of Hawaii
since 1975 (Chair 1982-1984);
International Vice President of the
American Federation of State,
Country and Municipal Employees,
AFL-CIO since 1981; Director of the
Rehabilitation Hospital of the
Pacific since 1981; Trustee of the
Public Schools of Hawaii Foundation
since 1986; Member of the Judicial
Council of Hawaii since 1987; and
1997 chair of the Hawaii Community
Foundation.
(4) Held jointly with his wife.
Douglas Philpotts* Trustee Retired; Director of
P.O. Box 3170 Financial Plaza of the
Honolulu, Hawaii 96802 Pacific Hawaiian Trust
Age: 67 Company,
Limited 1986-1997;
Shares owned: 994 (5) 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, Pacific
Capital U.S. Government Securities
Cash Assets Trust and Hawaiian Tax-
Free Trust (this 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 as trustee of a personal trust.
Oswald K. Stender Trustee Director of Hawaiian
P. O. Box 3466 Electric Industries,
Honolulu, Hawaii 96801 Inc., a public utility
Age:67 holding
company, since 1993;
Shares owned: 546 Trustee of the Bernice
Pauahi Bishop Estate 1990- 1999;
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 Hawaiian
Tax-Free Trust (this Trust) since
1992 and of Pacific Capital Cash
Assets Trust, Pacific Capital Tax-
Free Cash Assets Trust and Pacific
Capital U.S. Government Securities
Cash Assets Trust since 1993;
Trustee of Pacific Capital Funds,
which includes bond and stock
funds, since 1993.
Diana P. Herrmann, President President and Chief
380 Madison Avenue Operating Officer of the
New York, New York Administrator since
10017 since 1997, a Director since
Age: 41 1984, Secretary
since 1986 and previously its
Executive Vice President, Senior
Vice President or Vice President,
1986-1997; President of various
Aquila Bond and Money-Market Funds
since 1998; Assistant Vice
President, Vice President, Senior
Vice President or Executive Vice
President of Aquila Money-Market,
Bond and Equity Funds since 1986;
Trustee of a number of Aquila Money-
Market, Bond and Equity Funds since
1995; Trustee of Reserve Money-
Market Funds since 1999 and Reserve
Private Equity Series since 1998;
Assistant Vice President and
formerly Loan Officer of European
American Bank, 1981-1986; daughter
of the Trust's Chairman; 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.
Sherri Foster Vice Senior Vice President of
100 Ridge Road President Hawaiian Tax-Free
Suite 1813-15 Trust (this Trust) since 1993,
Lahaina, Hawaii 96761 President, Vice
Age: 49 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. Government Securities Cash
Assets Trust since 1988; Vice
President of Aquila Cascadia Equity
Fund since 1998; Registered
Representative of the Distributor
since 1985; Realtor-Associate of
Tom Soeten Realty; Sherian Bender
Realty, successor to John Wilson
Enterprises, 1983-1998; Executive
Secretary of the Hyatt Regency,
Maui, 1981-1983.
Stephen J. Caridi Vice Vice President of the
380 Madison Avenue President Distributor since 1995,
New York 10017 Assistant Vice President,
Age: 38 1988-1995,
Marketing Associate, 1986-1988;
Vice President of Hawaiian Tax-Free
Trust (this Trust) since 1998;
Senior Vice President of
Narragansett Insured Tax-Free
Income Fund since 1998, Vice
President since 1996; Assistant
Vice President of Tax-Free Fund For
Utah since 1993; Mutual Funds
Coordinator of Prudential Bache
Securities, 1984-1986; Account
Representative of Astoria Federal
Savings and Loan Association, 1979-
1984.
Rose F. Marotta Chief Chief Financial Officer
380 Madison Avenue Financial of the Aquila Money-
New York, New York Officer Market, Bond and Equity
10017 Funds since 1991 and
Age: 74 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 Treasurer of the Aquila Money-
Market, Bond and Equity Funds
380 Madison Avenue and of Aquila Distributors,
New York, New York 10017 Inc. since 1992; Associate
Director
Age: 63 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 Partner of Hollyer Brady
551 Fifth Avenue Smith Troxell Barrett
New York, New York 10176 Rockett Hines & Mone
Age: 59 LLP, attorneys, since
1989 and counsel, 1987-1989;
Secretary of the Aquila Money-
Market, 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 Assistant Secretary of
380 Madison Avenue Secretary the Aquila Money-Market,
New York, New York Bond and Equity Funds
10017 since 1995 and
Vice
Age: 59 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.
The Trust does not currently pay fees to any of the Trust's
officers or to Trustees affiliated with the Administrator or the
Adviser. For its fiscal year ended March 31, 1999 the Trust paid
a total of $169,327 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 14 funds in the Aquilasm Group of
Funds, which consist of tax-free municipal bond funds, money-
market funds and 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 Trusts in the Aquila group.
Compensation Number of
from all boards on
Compensation Trusts in the which the
from the Aquilasm Trustee
Name Trust Group
serves
Vernon R.
Alden $14,495 $50,188 7
Arthur K.
Carlson $15,313 $54,795 7
William M.
Cole $14,902 $42,515 5
Thomas W.
Courtney $15,585 $47,855 5
Richard W.
Gushman, II $14,593 $35,058 4
Stanley W.
Hong $14,063 $36,605 4
Theodore T.
Mason $14,414 $47,453 8
Russell K.
Okata $13,617 $34,961 4
Douglas
Philpotts $12,767 $30,597 4
Oswald K.
Stender $14,321 $34,500 4
Certain Trustees are also trustees of the funds in the
Pacific Capital Group of Funds for which the Adviser is also
investment adviser. During the calendar year 1998, these funds
paid the following Trustees the amounts listed: Mr. Gushman,
$18,500; Mr. Hong, $18,500; Mr. Okata, $18,500; Mr. Philpotts,
$16,000; and Mr. Stender, $16,000.
Class A Shares may be purchased without a sales charge by
certain of the Trust's Trustees and officers.
The Trust's Administrator is manager or administrator to the
Aquilasm Group of Funds, which consists of tax-free municipal
bond funds, money-market funds and equity funds. As of June 30,
1999, these funds had aggregate assets of approximately $3.2
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, 1999, $912,501 and $1,694,655 respectively
were paid to the Adviser and Administrator.
During the fiscal year ended March 31, 1999, $1,282,269 was
paid under Part I of the Trust's Distribution Plan to Qualified
Recipients. Of that amount, $70,253 was paid to the Distributor.
During the same period $63,590 was paid to Qualified Recipients
under Part II of the Plan with respect to the Trust's Class C
Shares, of which $24,017 was retained by the Distributor.
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. The shares of the Distributor are owned 72% by Mr.
Herrmann and other members of his immediate family, 24% by Diana
P. Herrmann and the balance by an officer of the Distributor.
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" of the Trust, 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 current 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 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, 2000.
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 Administrator or the Trust's Adviser. It is
expected that representatives of the firm will not 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 your proxy card, telephone or internet vote
entitles them to vote, in accordance with their judgment on such
matter or matters. That is, by signing and returning your proxy
card or by voting by telephone or the Internet, you give the
proxy holders discretionary authority as to any such matter or
matters.
<PAGE>
HAWAIIAN TAX-FREE TRUST
PROXY FOR SHAREHOLDERS MEETING OCTOBER 29, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of HAWAIIAN TAX-FREE TRUST (the
"Trust") does hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN
and EDWARD M. W. HINES, or any of them, as attorneys and proxies
of the undersigned, with full power of substitution, to attend
the Annual Meeting of Shareholders of the Trust to be held on
Friday, October 29, 1999 at the 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. Such shares are
entitled to one vote for every dollar of net asset value
represented by the share balance printed below.
Telephone Voting (Touch-tone only)
You can vote you shares by telephone. Read the proxy
statement. To vote, call toll free 1-800-690-6903. You will be
prompted to enter the 12-digit control number on this proxy card.
Follow the simple recorded instruction using this proxy card as a
guide. If you vote by phone, do not return the proxy card by
mail.
Internet voting
You can vote your shares by the internet. Read the proxy
statement. To vote, contact the Trust at www.proxyvote.com. You
will be prompted to enter the 12-digit control number on this
proxy card. Follow the simple instructions at the website, using
your proxy card as a guide. If you vote by the internet, do not
return the proxy card by mail.
Proxy Card Voting
You can vote your shares by completing and returning this
proxy card. Please mark your proxy, date and sign it below and
return it promptly in the accompanying envelope which requires no
postage if mailed in the United States.
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.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of
Shareholders. If you can join us on October 29, please call us at
1-800-228-4227, e-mail us at [email protected] or mail the
planning card back to us along with your proxy vote.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
_________________________________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
HAWAIIAN TAX-FREE TRUST
For address changes and/or comments, please check this box
and write them on the back where indicated. __
[__]
Vote on Trustees
2. Election of Trustees.
1) Lacy B. Herrmann; 2) Vernon R. Alden; 3) Arthur K.
Carlson; 4) William M. Cole; 5) Thomas W. Courtney; 6)
Richard W. Gushman, II; 7) Stanley W. Hong; 8) Theodore T.
Mason; 9)Russell K. Okata; 10)Douglas Philpotts; 11) Oswald
K. Stender
__
[__] For all
__
[__] Withhold all
__
[__] For all except
To withhold authority to vote, mark "For all Except" and write
the nominee's number on the line below.
________________
Vote on Proposals
1. Action on selection of KPMG LLP
as independent auditors (Proposal No.1 in Proxy Statement)
__ __ __
FOR [__] AGAINST [__] ABSTAIN [__]
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.
_________________________________Dated: _________
Signature
[Please sign within the box]
_________________________________Dated: __________
Signature
(Joint Owners)
