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 15, 2000, 2000
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,
10 Atkinson Drive, Honolulu, Hawaii;
Time: (b) on September 15, 2000
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(Proposal No. 1);
(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, 2001 (Proposal No. 2);
(iii) to act upon a proposal to change the
fundamental policies of the Trust to allow the use
of additional nationally recognized statistical
rating organizations for rating obligations the
Trust may purchase (Proposal No. 3);
(iv) 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 June 19, 2000 (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
July 15, 2000
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 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.
<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 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 July 15, 2000.
You should read the Proxy Statement prior to voting. Then,
you may vote in one of three ways:
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 matters listed on the proxy card, you may
direct the proxy holders to vote your shares on these proposals
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 the box on a proposal, the proxy holders will vote your
shares for that proposal.
Telephone Voting
To vote your shares by telephone, 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
instructions using your proxy card as a guide. If you vote by
phone, you need not return the proxy card by mail.
Internet Voting
To vote your shares by the Internet, please 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, 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 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. This policy may make
it more difficult to obtain the vote required to approve Proposal
No. 3.
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, $10.86; Class C Shares,
$10.86; and Class Y Shares, $10.88. 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,
52,244,094; Class C Shares, 1,129,534; and Class Y Shares,
256,813.
On the record date, the following institutional holders held 5%
or more of the Trust's outstanding shares. 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
Name and address Number of shares Percent of class
of the holder of
record
Merrill Lynch Pierce
Fenner & Smith, Inc.,
4800 Deer Lake Drive,
Jacksonville, FL 6,195,890 Class A Shares 11.9%
275,371 Class C Shares 24.3%
Fiserv Securities Inc.
2005 Market Street
STE 1200
Philadelphia,
PA 19103 3,798,131 Class A Shares 7.3%
Additional 5% shareholders
Martha N. Steele,
Trustee of the Martha
San Nicholas Steele
Declaration of Trust,
Honolulu,
HI 96817 135,910 Class Y Shares 52.9%
L.T. Miccio and B.A. Annis,
Trustees
1314 Kalakaua Ave.
Honolulu, HI 96826 21,257 Class Y Shares 8.3%
L.T. Miccio,
Trustee
1314 Kalakaua Ave.
Honolulu, HI 96826 37,867 Class Y Shares 14.7%
Key Trust Co
Trustee Lent-Taylor
P.O. Box 94871
Cleveland, OH 44101 14,349 Class Y Shares 5.6%
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, eleven 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 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 elected
by the shareholders in October, 1999. The Trustees and officers
as a group own less than 1% of the outstanding shares of the
Trust. 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. In the material below and elsewhere
in this Proxy Statement, Aquila Management Corporation 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 Hawaiian Tax-Free Trust, Tax-Free
Trust of Arizona, Tax-Free Trust of Oregon, Tax-Free Fund of
Colorado, Churchill Tax-Free Fund of Kentucky, Narragansett
Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila
Bond Funds"; Pacific Capital Cash Assets Trust, Capital Cash
Management Trust, Capital Cash U.S. Government Securities 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 called
the "Aquila Money-Market 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, address,
positions with the Trust, age as of the record date and business
experience during at least the past five years of each nominee
and each officer of the Trust. All shares listed as owned by the
Trustees are Class A Shares unless indicated otherwise.
<TABLE>
<CAPTION>
<S> <C> <C>
Name, Position Business Experience
with the Trust,
Address, Age,
Shares owned
Lacy B. Herrmann* Founder and Chairman of the Board of Aquila
Chairman of the Management Corporation, the sponsoring
Board of Trustees organization and Manager or Administrator
380 Madison Avenue and/or Adviser or Sub-Adviser to the
New York, NY Aquila Money-Market Funds, the Aquila Bond
10017 Funds and the Aquila Equity Funds,
Age: 71 and Founder, Chairman of the Board of Trustees
Shares Owned: 791(1) 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 Capital
Cash Management Trust; 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) Includes 542 shares held of record by his wife.
Vernon R. Alden Director of Sonesta International Hotels
Trustee Corporation, Boston, Massachusetts
20 Park Place and General Independent Partner of
Suite 1010 the Merrill Lynch-Lee Funds; Former Director
Boston, MA of Colgate-Palmolive Company, Digital Equipment
02116 Corporation, Intermet Corporation, The McGraw
Age: 77 Hill and The Mead Corporations; Chairman of the
Shares Owned: 186 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 Retired; Advisory Director
Trustee of the Renaissance Companies
8702 North Via La Serena (design and construction
Paradise Valley, companies of commercial,
AZ 85253 industrial and upscale residential
Age: 78 properties) since 1996; Senior Vice President
Shares Owned: 1,140 (2) and Manager of the Trust Division of The Valley
National Bank of Arizona, 1977-1987;
Trustee of 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,of Aquila Rocky Mountain
Equity Fund since 1993 and of Tax-Free
Fund of Colorado, 1987-2000; 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 Northern Arizona University
Foundation since 1990, present or
formerly an officer and/or director of
various other community and professional
organizations.
(2)Held in street name
William M. Cole President of Cole International,
Trustee Inc., financial and shipping consultants,
852 Ramapo Way since 1974; President of Cole Associates,
Westfield, NJ shopping center and real estate developers,
07090 1974-1976; President of Seatrain Lines,
Age: 69 Inc., 1970-1974; former General Partner of
Shares owned: 85 Jones & Thompson, international shipping
brokers; Trustee of Pacific Capital Cash
Assets Trust since 1984, of Hawaiian Tax-Free
Trust(this 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 Tax-Free
Fund of Colorado, 1987-2000; Chairman of Cole
Group, a financial consulting and real estate
firm, since 1985.
Thomas W. Courtney President of Courtney Associates, Inc.,
Trustee a venture capital firm, since 1988; General
P.O. Box 8186 Partner of Trivest Venture Fund, 1983-1988;
Naples, FL 33941 President of Federated Investment Counseling
Age: 66 Inc., 1975-1982; President of Boston Company
Shares owned:1,848 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 President and Chief Executive Officer of
Trustee OKOA, INC., a private Hawaii corporation
700 Bishop Street involved in real estate; adviser to RAMPAC,
Suite 222 Inc., a wholly owned subsidiary of the Bank
Honolulu, of Hawaii, involved with commercial real
HI 96813 estate finance; Trustee of Hawaiian Tax-Free
Age: 54 Trust (this Trust) since 1992 and of Pacific
Shares owned: 723 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, of Hawaii Pacific University
and of The Estate of James Campbell;
Member of the Boards of Aloha United
Way, Boys and Girls Club of Honolulu and
Oceanic Cablevision, Inc.; Chairman of the Real
Estate Committee and Director of Crazy Shirts, Inc.
and Director of Servco Inc.,a diversified company
whose interests include Lexis/Toyota dealerships
throughout Hawaii.
Stanley W. Hong President and Chief Executive Officer
Trustee of The Chamber of Commerce of Hawaii since
4976 Poola Street 1996; business consultant since 1994; Senior
Honolulu, Hawaii 96821 Vice President of McCormack Properties, Ltd.,
Age: 64 1993-1994; President and Chief Executive of the
Shares owned: 1,197(3) 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
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
Central Pacific Bank since 1985 and of
Hawaii Public Television Foundation
since 1998; Trustee of Nature
Conservancy of Hawaii since 1990.
(3) Held of record by his wife
Theodore T. Mason Executive Director of Louisiana
Trustee Power Partners, LLC since 1999
26 Circle Drive, and of East Wind Power Partners
Hastings-on-Hudson, since 1994; First Vice President
NY 10706 of the Alumni Association of SUNY
Age: 64 Maritime College (Second Vice President,
Shares Owned: 870 1998-2000) and Director of the same
organization 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 Capital Cash
Management Trust 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; Trustee of OCC
Accumulation Trust and the OCC Cash
Reserves, Inc. since 1999; 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 Executive Director, Hawaii Government
Trustee Employees Association AFSCME Local 152,
888 Miliani Street AFL-CIO since 1981; Trustee of Hawaiian
Suite 601, Tax-Free Trust (this trust) since 1992 and of
Honolulu, HI Pacific Capital Cash Assets Trust,Pacific
96813-2991 Capital Tax-Free Cash Assets Trust and Pacific
Age: 56 Capital U.S. Government Securities Cash Assets
Shares owned: 654(4) 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* Retired; Director of Hawaiian Trust
Trustee Company, Limited 1986-1997; Chairman
5061 Maunalani Circle of the Board, 1992-1994 and President,
Honolulu, HI 96816 1986-1992; Director of Victoria Ward,
Age: 68 Limited; Trustee of Pacific Capital
Shares owned: 1,039(5) 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 Director of Hawaiian Electric Industries,
Trustee Inc., a public utility holding company,since
925 Bethel St. 1993; Trustee of the Bernice Pauahi Bishop
Honolulu, HI Estate 1990-1999; Senior Advisor to the
96813 Trustees of The Estate of James Campbell,
Age:68 1987-1989 and Chief Executive Officer, 1976-
Shares owned: 573 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 and Chief Operating Officer of
President the Administrator since 1997, a
380 Madison Director since 1984, Secretary since 1986
Avenue and previously its Executive Vice
New York, President, Senior Vice President
NY 10017 or Vice President, 1986-1997;
Age: 42 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, 1999-2000
and of Reserve Private Equity Series,
1998-2000; 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 Senior Vice President of Hawaiian
Senior Vice Tax-Free Trust (this Trust) since 1993,
President President, Vice President, 1988-1992
100 Ridge Road and Assistant Vice President, 1985-1988;
Suite 1813-15 Assistant Vice President of Pacific
Lahaina, HI 96761 Capital Cash Assets Trust since 1985
Age: 49 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 President of the Distributor since
Vice 1995, Assistant Vice President 1988-1995,
President Marketing Associate, 1986-1988; Vice
380 Madison President of Hawaiian Tax-Free Trust (this
Avenue Trust) since 1998; Senior Vice President of
New York, Narragansett Insured Tax-Free Income Fund since
NY 10017 1998, Vice President since 1996; Assistant Vice
Age: 39 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 Financial Officer of the Aquila
Chief Financial Officer Money-Market, Bond and Equity Funds
380 Madison Avenue since 1991 and Treasurer, 1981-1991;
New York, NY formerly Treasurer of the predecessor of
10017 Capital Cash Management Trust; Treasurer
Age: 76 and Director of STCM Management Company,
Inc., since 1974; Treasurer of InCap
Management Corporation since 1982, of
the Administrator since 1984 and of the
Distributor, 1985-2000.
Richard F. West Treasurer of the Aquila Money-Market,
Treasurer Bond and Equity Funds and of Aquila
380 Madison Avenue Distributors, Inc. since 1992;
New York, NY Associate Director of Furman Selz
10017 Incorporated, 1991-1992; Vice
Age: 64 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.
Lori A Vindigni Assistant Vice President of Aquila Management
Assistant Treasurer Corporation since 1998, formerly Fund Accountant
380 Madison Avenue for the Aquila Group of Investment Companies
New York, NY since 1995; Staff Officer and Fund Accountant of
10017 Citibank Global Asset Management Group of
Age: 33 Investment Companies, 1994-1995; Fund Accounting
Supervisor of Dean Witter Group of
Investment Companies, 1990-1994; BS Kean
College of New Jersey, 1990.
Edward M. W. Hines Partner of Hollyer Brady Smith Troxell
Secretary Barrett Rockett Hines & Mone LLP,
551 Fifth Avenue attorneys, since 1989 and counsel,
New York, NY 1987-1989; Secretary of the Aquila
10176 Money-Market, Bond and Equity Funds since 1982;
Age: 60 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 of the Aquila Money-
Assistant Secretary Market, Bond and Equity Funds since 1995
380 Madison Avenue and Vice President of the Aquila Money-
New York, NY Market Funds since 1990; Vice President of
10017 the Administrator since 1990; Investment
Age: 60 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.
Robert W. Anderson Compliance Officer since 1998 and Assistant
Assistant Secretary and Secretary of the Aquila Money-Market Funds
Compliance Officer and the Aquila Bond and Equity Funds;
380 Madison Avenue, Consultant, The Wadsworth Group, 1995-1998;
New York, Executive Vice President of Sheffield
NY 10017 Management Company (investment adviser and
Age: 59 distributor of a mutual fund group), 1986-1995.
</TABLE>
The Trust does not currently pay fees to any of the Trust's
officers or to Trustees affiliated with the Adviser or
Administrator. For its fiscal year ended March 31, 2000, the
Trust paid a total of $144,240 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 15 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 nominees for Trustee who received
compensation from the Trust or from other funds in the Aquilasm
Group of Funds during the Trust's fiscal year. None of such
Trustees has any pension or retirement benefits from the Trust or
any of the other funds in the Aquila group.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Trust Group of Funds serves
Arthur K.
Carlson $14,900 $64,250 7
William M. Cole $13,900 $46,450 5
Theodore T. Mason $14,600 $53,550 7
Vernon Alden $14,600 $56,750 7
Thomas W.
Courtney $14,600 $51,550 5
Richard W
Gushman $15,364 $43,750 4
Stanley W. Hong $14,250 $41,450 4
Russell K. Okata $14,250 $41,450 4
Douglas Philpotts $13,175 $36,350 4
Oswald Stender $14,600 41,800 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 1999, these funds
paid the following Trustees the amounts listed: Mr. Gushman,
$16,750; Mr. Hong, $16,750; Mr. Okata, $16,750; Mr. Philpotts,
$16,750; and Mr. Stender, $16,750.
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 Trusts, which consists of tax-free municipal
bond funds, money-market funds and equity funds. As of May
31,2000 these funds had aggregate assets of approximately $3.1
billion, of which approximately $1.7 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. During the fiscal year
ended March 31, 2000 the Trust paid $1,606,755 in fees to the
Administrator.
During the fiscal year ended March 31, 2000, $1,205,651 was
paid under Part I of the Trust's Distribution Plan to Qualified
Recipients with respect to Class A Shares, of which, $68,857 was
retained by the Distributor. With respect to Class C Shares,
during the same period $89,904 was paid under Part II of the Plan
and $29,968 was paid under a Shareholder Services Plan. Of these
total payments of $119,872, the Distributor received $62,688. All
of such payments were for compensation.
The Distributor currently handles the distribution of the
shares of fifteen funds (six 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 a former officer of the
Distributor.
Other Information on Trustees
The Trustees have appointed a standing 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 one meeting 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. 2)
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.
Action Regarding a Change
in the Trust's Fundamental Policies
to Allow the Use of Additional
Nationally Recognized Statistical Rating Organizations
for Rating Obligations the Trust May Purchase
(Proposal No. 3)
Since beginning operations, the Trust has had a Fundamental
policy that defines the "investment-grade" securities the Trust
may purchase as
those rated within the four highest credit ratings
assigned by Moody's Investors Service, Inc. ("Moody's")
or Standard & Poor's Corporation ("S&P") or, if
unrated, determined to be of comparable quality.
When this Fundamental policy was put in place Moody's and
S&P were essentially the only nationally recognized statistical
rating organizations ("NRSROs") with respect to municipal
obligations. In recent years, other organizations, notably Fitch
IBCA, Inc. ("Fitch"), have become active in rating municipal
obligations. Municipal bond issuers pay to have their bonds rated
and there is competition among the NRSROs. If an issuer chooses
to have its bonds rated by an NRSRO other than Moody's or S&P,
the current Fundamental policy of the Trust has the effect of
requiring the Trust either to forego purchasing the bonds because
they are not rated by Moody's or S&P or to treat them as
"unrated" when in fact they do have ratings assigned by an NRSRO.
Both results distort the clear intent of the policy.
Accordingly the Board of Trustees has determined that it
would be in the best interest of the Trust and its shareholders
to change the Fundamental policy so that the ratings used to
define "investment-grade" securities would include those assigned
by any NRSRO approved from time to time by the Board of Trustees.
At the present time, if the proposed change is adopted, the
Board of Trustees will approve Fitch in addition to Moody's and
S&P. The Board of Trustees has determined that the standards
Fitch employs in rating bonds are comparable to those of Moody's
and S&P that bonds in the four highest categories rated by Fitch
are of comparable quality to those similarly rated by Moody's and
S&P.
Action Requested
The Board of Trustees recommends that the proposed change in the
Fund's fundamental policies described above be approved.
Vote Required
The favorable vote of the holders of a majority (as defined
in the 1940 Act) of the outstanding shares of the Trust is
required for the approval of this Proposal No. 3. Under the 1940
Act, the vote of the holders of a majority of the outstanding
shares of the Trust means the vote of the holders of the lesser
of (a) 67% or more of the shares of the Trust present at the
Meeting or represented by proxy if the holders of more than 50%
of such shares are so present or represented, or (b) more than
50% of the outstanding shares of the Trust, with 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 all of
the Trust's three classes of shares.
If this proposal is not approved, the Board of Trustees will
consider appropriate action, which could include continuing with
the present policies or calling another meeting of shareholders.
The meeting can be adjourned by the affirmative vote of a
majority of the shares present in person or by proxy. In voting
for an adjournment, the proxy holders will consider all relevant
factors, including possible delay of receipt of proxies and
whether or not a substantial number of negative votes have been
cast with respect to any proposal. The shares of shareholders who
have voted by proxy against a proposal will be voted against
adjournment.
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>
Important Notice
Please Read Immediately
Hawaiian Tax-Free Trust
Notice of Annual Meeting of Shareholders
to be held on September 15, 2000
PROXY STATEMENT
<PAGE>
Aquilasm Group of Funds
HAWAIIAN TAX-FREE TRUST
Class A
Proxy for Shareholders Meeting September 15, 2000
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, September 15, 2000 at the 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.
Please read the proxy statement prior to voting.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If
you can join us, please so indicate on the proxy card or e-mail
us at [email protected]
VOTE BY TELEPHONE OR INTERNET OR MAIL
24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, 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 instructions using
this proxy card as a guide. If you vote by phone, you need not
return the proxy card by mail.
Internet
www.proxyvote.com
To vote your shares by the Internet, 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, you need not return the proxy card by mail.
Mail
You can vote your shares by completing and returning this
proxy card. Please mark your proxy, date and sign it below and
return it promptly in the accompanying envelope which requires no
postage if mailed in the United States.
As to any other matter said proxies shall vote in accordance
with their best judgment.
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 CLASS A
For address changes and/or comments, please check this box
and write them on the back where indicated.
[_]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. 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
* 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.
________________
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ABOVE
AND FOR THE PROPOSALS LISTED BELOW. THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS INDICATED BELOW OR FOR IF NO CHOICE IS
INDICATED.
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
3. Action on change of fundamental policy of the Trust
(Proposal No.3 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
Please indicate if you plan to attend one of the Shareholder
Meetings. If you mark one of the boxes below, you must return the
proxy card by mail to have this information recorded.
H. I plan to attend the annual meeting in Honolulu[__]
HO. I plan to attend the outreach meeting in Hilo[__]
K. I plan to attend the outreach meeting in Kailua-
Kona[__]
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)
<PAGE>
Aquilasm Group of Funds
HAWAIIAN TAX-FREE TRUST
Class C
Proxy for Shareholders Meeting September 15, 2000
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, September 15, 2000 at the 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.
Please read the proxy statement prior to voting.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If
you can join us, please so indicate on the proxy card or e-mail
us at [email protected]
VOTE BY TELEPHONE OR INTERNET OR MAIL
24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, 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 instructions using
this proxy card as a guide. If you vote by phone, you need not
return the proxy card by mail.
Internet
www.proxyvote.com
To vote your shares by the Internet, 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, you need not return the proxy card by mail.
Mail
You can vote your shares by completing and returning this
proxy card. Please mark your proxy, date and sign it below and
return it promptly in the accompanying envelope which requires no
postage if mailed in the United States.
As to any other matter said proxies shall vote in accordance
with their best judgment.
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 CLASS C
For address changes and/or comments, please check this box
and write them on the back where indicated.
[_]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. 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
* 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.
________________
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ABOVE
AND FOR THE PROPOSALS LISTED BELOW. THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS INDICATED BELOW OR FOR IF NO CHOICE IS
INDICATED.
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
3. Action on change of fundamental policy of the Trust
(Proposal No.3 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
Please indicate if you plan to attend one of the Shareholder
Meetings. If you mark one of the boxes below, you must return the
proxy card by mail to have this information recorded.
H. I plan to attend the annual meeting in Honolulu[__]
HO. I plan to attend the outreach meeting in Hilo[__]
K. I plan to attend the outreach meeting in Kailua-
Kona[__]
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)
<PAGE>
Aquilasm Group of Funds
HAWAIIAN TAX-FREE TRUST
Class Y
Proxy for Shareholders Meeting September 15, 2000
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, September 15, 2000 at the 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.
Please read the proxy statement prior to voting.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If
you can join us, please so indicate on the proxy card or e-mail
us at [email protected]
VOTE BY TELEPHONE OR INTERNET OR MAIL
24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, 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 instructions using
this proxy card as a guide. If you vote by phone, you need not
return the proxy card by mail.
Internet
www.proxyvote.com
To vote your shares by the Internet, 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, you need not return the proxy card by mail.
Mail
You can vote your shares by completing and returning this
proxy card. Please mark your proxy, date and sign it below and
return it promptly in the accompanying envelope which requires no
postage if mailed in the United States.
As to any other matter said proxies shall vote in accordance
with their best judgment.
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 CLASS Y
For address changes and/or comments, please check this box
and write them on the back where indicated.
[_]
Vote on Trustees
(Proposal No.1 in Proxy Statement)
1. 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
* 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.
________________
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED ABOVE
AND FOR THE PROPOSALS LISTED BELOW. THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS INDICATED BELOW OR FOR IF NO CHOICE IS
INDICATED.
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
3. Action on change of fundamental policy of the Trust
(Proposal No.3 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
Please indicate if you plan to attend one of the Shareholder
Meetings. If you mark one of the boxes below, you must return the
proxy card by mail to have this information recorded.
H. I plan to attend the annual meeting in Honolulu[__]
HO. I plan to attend the outreach meeting in Hilo[__]
K. I plan to attend the outreach meeting in Kailua-
Kona[__]
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)
