Important Notice
Please Read Immediately
Aquilasm
Group of Funds
Tax Free-Fund of Colorado
380 Madison Avenue, Suite 2300, New York, NY 10017
Notice of Annual Meeting of
Shareholders to Be Held
on May 20, 2002
To Shareholders of the Fund:
The purpose of this Notice is to advise you that an Annual Meeting of the
Shareholders of Tax-Free Fund of Colorado (the "Fund"), will be held:
Place: (a) Loews Denver Hotel, Verona Room
4150 East Mississippi Avenue
Denver, Colorado;
Time: (b) on May 20, 2002
at 10:30 a.m. local time;
Purposes: (c) for the following purposes:
(i) to elect seven Trustees; each Trustee elected will hold
office until the next annual meeting of the Fund'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 Fund's independent auditors for the
fiscal year ending December 31, 2002 (Proposal No. 2);
(iii)to act upon any other matters which may properly come
before the Meeting at the scheduled time and place or
any adjourned meeting or meetings.
Who Can
Vote What
Shares: (d) To vote at the Meeting, you must have been a
shareholder on the Fund's records at the close of
business on March 18, 2002 (the "record date"). Also,
the number of shares of each of the Fund'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
April 2, 2001
Please Note:
If you do not expect to attend the Meeting, please vote by any of three ways: by
telephone, by the Internet or by completing the enclosed proxy card and
returning it in the accompanying stamped envelope. To avoid unnecessary expense
to the Fund, we request your cooperation in voting no matter how large or small
your holding may be.
Tax-Free Fund of Colorado
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 Tax-Free Fund of Colorado (the "Fund"). 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.
The Fund's founder and Manager (the "Manager") is Aquila Management
Corporation, 380 Madison Avenue, Suite 2300, New York, NY 10017. The Fund's
principal underwriter (the "Distributor") is Aquila Distributors, Inc., 380
Madison Avenue, Suite 2300, New York, NY 10017. The Fund's Investment
Sub-Adviser (the "Sub-Adviser" or "KPM") is KPM Investment Management, Inc.,
1600 Broadway, Denver, Colorado 80202.
A copy of the Fund's most recent annual report will be sent to you without
charge upon written request to the Distributor at that address or by calling
800-437-1020 toll-free or 212-697-6666.
This Notice and Proxy Statement are first being mailed on or about April 2,
2002.
You should read this Proxy Statement prior to voting. If your shares are
registered in the name of your broker or someone other than yourself, you may
authorize that person to vote your shares. If your shares are registered in your
name, you may vote in one of three ways:
(1) Proxy Card
The enclosed proxy card authorizes the persons named (or their substitutes)
to vote your shares; the Fund calls these persons the "proxy holders." As to the
election of Trustees you may authorize the proxy holders to vote your shares for
the entire slate indicated below by marking the appropriate box on the proxy
card or by merely signing and returning your proxy card with no instructions. Or
you may withhold the authority of the proxy holders to vote on the election of
Trustees by marking the appropriate box. Also, you may withhold that authority
as to any particular nominee by following the instructions on the proxy card.
As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on this proposal by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
a box on the proposal, the proxy holders will vote your shares for that
proposal.
(2) Telephone Voting
To vote your shares by telephone, call the toll-free number on your proxy
card. You will be prompted to enter the control number on your proxy card.
Follow the recorded instructions using your proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
(3) Internet Voting
To vote your shares by the Internet, please contact the Fund at the
Internet address shown on your proxy card. You will be prompted to enter the
control number on your proxy card. Follow the instructions on the screen, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
General Information
You may end the power of the proxy holders to vote your shares by: (i) so
notifying the Fund in writing; (ii) signing a new and different proxy card (if
the Fund receives it before the old one is used); (iii) voting your shares at
the meeting in person or by your duly appointed agent; or (iv) calling the toll
free number provided above or contacting the Fund's Internet address described
above, entering your 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 or otherwise counted as present in determining voting results.
The Fund 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 Fund 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 Fund's
shares so that these owners may authorize the voting of their shares. The Fund
will pay these firms their out-of-pocket expenses for doing so.
On the record date, the Fund had three classes of shares outstanding. All
shareholders of the Fund 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 Fund's outstanding classes of shares was as follows: Class A Shares, $10.36;
Class C Shares, $10.34; and Class Y Shares, $10.38. The meeting is expected to
act only upon matters that affect the Fund as a whole: the election of Trustees
and the selection of independent auditors. On matters that affect the Fund as a
whole, all shareholders of the Fund, including the shareholders of all classes
of shares of the Fund, 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, 18,377,377; Class C Shares, 275,477;
and Class Y Shares, 542,607.
On the record date, the following holders held 5% or more of the
outstanding shares of a class of Fund shares. On the basis of information
received from the institutional holders the Fund's management believes that all
of the shares indicated are held by them for the benefit of clients
Number of shares Percent of class
Name and address
of the holder of record
Institutional 5% shareholders
Class C Shares
First Clearing Corporation 29,762 10.80%
Fay I Heyne
1950 S Dayton St 231
Denver CO
U. S.Bancorp 24,124 8.76%
U S Bancorp Center
800 Nicollet Mall
Minneapolis MN
A G Edwards Sons Inc Fbo 19,275 7.00%
William H Bolton
One North Jefferson
St Louis MO
Paine Webber for the
benefit of 13,922 5.05%
Carol W Litchfield
3312 Shore Road
Fort Collins CO
Class Y Shares
Alpine Trust & Asset
Management 256,891 47.34%
225 N 5th St
Grand Junction CO
Merrill Lynch Pierce
Fenner & Smith for the sole
benefit of 108,796 20.05%
its customers
4800 Deer Lake Dr East 2nd Floor
Jacksonville FL
Haws & Co 71,149 13.11%
C/O Guaranty Bank & Trust
6200 S Syracuse Way Suite 100
Greenwood Village CO
The Fund's management is not aware of any other person beneficially owning more
than 5% of any class of its outstanding shares as of such date.
Election of Trustees
(Proposal No. 1)
At the Meeting, seven Trustees are to be elected. The nominees selected by
the Trustees are named in the table below. See "Introduction" above for
information as to how you can vote your shares in the election of Trustees.
The Trustees and officers as a group own less than 1% of the outstanding
shares of the Fund.
The following material includes the name, positions with the Fund,
address, date of birth and business experience during at least the past five
years of each nominee and each officer of the Fund. All shares of the Fund
listed as owned by the Trustees are Class A Shares unless indicated otherwise.
All of the nominees are presently Trustees and were elected by the shareholders
in June 2001.
Trustees
and Officers
Number of
Positions Held Portfolios in
with Fund Complex
Fund Overseen by
Name, Address(1) and Length of Principal Occupation(s) Trustee Other Directorships
-------
and Date of Birth Service (2) During Past 5 Years Held by Trustee
- ----------------- ----------- ---------------
Interested Trustees(3)
Lacy B. Herrmann Chairman of Founder and Chairman of the 14 Director or trustee, OCC Cash
New York, NY the Board of Board, Aquila Management Reserves, Inc., OCC
(05/12/29) Trustees since Corporation, the sponsoring Accumulation Trust,
1987 organization and Manager or Oppenheimer Quest Value Funds
Administrator and/or Adviser or Group, Oppenheimer Small Cap
Sub-Adviser to the Aquilasm Group Value Fund, Oppenheimer Midcap
of Funds (4) and Founder, Fund, and Oppenheimer
Chairman of the Board of Trustees Rochester Group of Funds.
and (currently or until 1998)
President of each since its
establishment, beginning in 1984;
Director of the Distributor since 1981
and formerly Vice President or
Secretary, 1981-1998; President and a
Director, STCM Management Company,
Inc., sponsor and investment adviser
to Capital Cash Management Trust and
Capital Cash U.S. Government
Securities Trust since 1973; Trustee
Emeritus, Brown University and active
in university, school and charitable
organizations.
Diana P. Herrmann Trustee since President and Chief Operating 9 None
New York, NY 2000 and Officer of the Manager since
(02/25/58) President 1997, a Director since 1984,
since 1999 Secretary since 1986 and
previously its Executive Vice
President, Senior Vice President
or Vice President, 1986-1997;
President, Senior Vice President
or Executive Vice President of
the Aquilasm Group of Funds since
1986; Director of the Distributor
since 1997; trustee, Reserve
Money-Market Funds, 1999-2000 and
Reserve Private Equity Series,
1998-2000; active in mutual fund
and trade organizations and in
charitable and volunteer
organizations.
Non-Interested Trustees
Tucker Hart Adams Trustee since President, The Adams Group, Inc., 2 Director, Touch
Colorado Springs, 1989 an economic consulting firm, America(telecom), Colorado
CO since 1989; formerly Chief Health Facilities Authority,
(01/11/38) Economist, United Banks of Avista Laboratories, Inc., and
Colorado; currently or formerly Mortgage Analysis Computer
active with numerous professional Corporation.
and community organizations.
Gary C. Cornia Trustee since President, the National Tax 2 None
Orem, UT 2000 Association; Professor and Chair
(06/24/48) of the Executive Committee, the
International Center for Land Policy
Studies and Training Institute,
Taipei, Taiwan; formerly Associate
Dean, Marriott School of Management,
Brigham Young University, 1991-2000;
Chair, Utah Governor's Tax Review
Committee since 1993; Faculty
Associate, the Land Reform Training
Institute, Taipei, Taiwan and The
Lincoln Institute of Land Policy,
Cambridge, Massachusetts.
John C. Lucking Trustee since President, Econ-Linc, an economic 2 Director, New Mexico and
Phoenix, AZ 2000 consulting firm, since 1995; Arizona Land Company.
(05/20/43) formerly Consulting Economist,
Bank One Arizona and Chief
Economist, Valley National Bank;
member, Arizona's Joint
Legislative Budget Committee
Economic Advisory Panel and the
Western Blue Chip Economic
Forecast Panel; director Northern
Arizona University Investment
Committee since 1997; member,
various historical, civic and
economic associations.
Anne J. Mills Trustee since President, Loring Consulting 6 None
Castle Rock, CO 1987 Company since 2001; Vice
(12/23/38) President for Business Affairs,
Ottawa University, 1992-2001; IBM
Corporation, 1965-1991, Budget Review
Officer, the American Baptist
Churches/USA, 1994-1997; director, the
American Baptist Foundation and
formerly trustee, Brown University.
J. William Weeks Trustee since Retired; limited partner and 4 None
Palm Beach, FL 1995 investor in various real estate
(06/22/27) partnerships since 1988; formerly
Senior Vice President or Vice
President of the Aquila Bond Funds;
and Vice President of the Distributor.
Officers
James M. McCullough Senior Vice Senior Vice President or Vice N/A N/A
Portland, OR (06/11/45) President President of five Aquila Bond and
since 1999 Equity Funds; Senior Vice
President of the Distributor
since 2000; Director of Fixed
Income Institutional Sales, CIBC
Oppenheimer & Co. Inc., Seattle,
WA, 1995-1999.
Jerry G. McGrew Senior Vice President of the Distributor N/A N/A
New York, NY (06/18/44) President since 1998, Registered Principal
since 1997 since 1993, Senior Vice
President, 1997-1998 and Vice
President, 1993-1997; Senior Vice
President, Aquila Rocky Mountain
Equity Fund and four Aquila Bond
Funds and Vice President,
Churchill Cash Reserves Trust,
1995-2001.
Jordana Everitt Vice President Vice President, Tax-Free Fund of N/A N/A
Englewood, CO since 2001 Colorado and Aquila Rocky
(08/07/72) Mountain Equity Fund since 2001,
Assistant Vice President of each
during 2001; Financial Advisor, Morgan
Stanley Dean Witter, 1998-2000;
Associate Financial Consultant,
Merrill Lynch, Pierce, Fenner & Smith,
1995-1998.
Rose F. Marotta Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquilasm Group of Funds since
(05/08/24) Officer since 1991 and Treasurer, 1981-1991;
1991 Treasurer and Director, STCM
Management Company, Inc., since
1974; Treasurer of the Manager
since 1984 and of the
Distributor, 1985-2000.
Joseph P. DiMaggio Treasurer Treasurer of the Aquilasm Group N/A N/A
New York, NY since 2000 of Funds and the Distributor
(11/06/56) since 2000; Controller, Van Eck
Global Funds, 1993-2000.
Edward M. W. Hines Secretary Partner, Hollyer Brady Smith & N/A N/A
New York, NY since 1987 Hines LLP, legal counsel to the
(12/16/39) Fund, since 1989; Secretary of
the Aquilasm Group of Funds.
Robert W. Anderson Assistant Compliance Officer of the N/A N/A
New York, NY (08/23/40) Secretary Manager since 1998 and Assistant
since 2000 Secretary of the Aquilasm Group
of Funds since 2000; Consultant, The
Wadsworth Group, 1995-1998.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquilasm Group of Funds since
since 1995 and Vice President of the
1995 five Aquila Money-Market Funds
since 1990; Vice President of
the Manager since 1990.
Lori A. Vindigni Assistant Assistant Treasurer of the N/A N/A
New York, NY Treasurer Aquilasm Group of Funds since
(11/02/66) since 2000 2000; Assistant Vice President
of the Manager since 1998; Fund
Accountant for the Aquilasm
Group of Funds, 1995-1998.
<FN>
(1) The mailing address of each Trustee and officer is c/o Tax-Free Fund of
Colorado, 380 Madison Avenue, New York, NY 10017.
</FN>
<FN>
(2) Each Trustee holds office until the next annual meeting of shareholders or
until his or her successor is elected and qualifies. The term of office of each
officer is one year.
</FN>
<FN>
(3) Mr. Herrmann and Ms. Herrmann are interested persons of the Fund, as that
term is defined in the 1940 Act, as officers of the Fund and affiliates of both
the Manager and the Distributor. Each is also an interested person as a member
of the immediate family of the other.
</FN>
<FN>
(4) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust, Pacific Capital Tax-Free Cash Assets
Trust, Capital Cash Management Trust and Capital Cash U.S. Government Securities
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Bond Funds"; and
Aquila Cascadia Equity Fund and Aquila Rocky Mountain Equity Fund are called the
"Aquila Equity Funds"; considered together, these 14 funds are called the
"Aquilasm Group of Funds."
</FN>
Securities Holdings of Trustees
(as of 12/31/01)
Dollar Range of Aggregate Dollar Range of
Name of Ownership in Tax-Free Fund Ownership in Aquilasm Investment
Trustee of Colorado (1) Companies Overseen by Trustee (1)
- ------- -----------------------------
Interested Trustees
Lacy B. Herrmann B E
Diana P. Herrmann B D
Not interested Trustees
Tucker H. Adams B B
Gary C. Cornia B B
John C. Lucking C C
Anne J. Mills C D
J. William Weeks B C
(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000
None of the non-interested Trustees or their immediate family members
holds of record or beneficially any securities of the Manager or the
Distributor.
The Fund does not currently pay fees to any of the Fund's officers or to
Trustees affiliated with the Manager or the Sub-Adviser. For its fiscal year
ended December 31, 2001, the Fund paid a total of $73,077 in compensation and
reimbursement of expenses to the Trustees. No other compensation or remuneration
of any type, direct or contingent, was paid by the Fund to its Trustees.
The Fund 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 nominees for Trustee who
received compensation from the Fund or from other funds in the Aquilasm Group of
Funds during the Fund's fiscal year. None of such Trustees has any pension or
retirement benefits from the Fund 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 Fund Group of Funds serves
Tucker H.
Adams $8,500 $11,000 2
Gary C.
Cornia $7,650 $11,850 2
John C.
Lucking $8,350 $17,700 2
Anne J.
Mills $8,350 $37,550 6
J. William
Weeks $9,350 $18,400 2
Class A Shares may be purchased without a sales charge by certain of the
Fund's Trustees and officers.
The Fund's Manager is Manager or Administrator to the Aquilasm Group of
Funds. As of February 28, 2002, these funds had aggregate assets of
approximately $3.5 billion, of which approximately $2.0 billion consisted of
assets of the tax-free municipal bond funds. The Manager is controlled by Mr.
Lacy B. Herrmann , through share ownership directly, through a trust and by his
wife. During the fiscal year ended December 31, 2001 the Fund paid $952,765 in
management fees.
During the fiscal year ended December 31, 2001, $92,520 was paid under Part
I of the Fund's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $4,719 was retained by the Distributor. With respect to
Class C Shares, during the same period $9,360 was paid under Part II of the Plan
and $3,121 was paid under the Shareholder Services Plan. Of these total payments
of $12,481, the Distributor received $7,274. All of such payments were for
compensation.
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 Fund. Under the Distribution Agreement, the
Distributor is responsible for the payment of certain printing and distribution
costs relating to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. The shares of
the Distributor are owned 24% by Diana P. Herrmann, 72% by Mr. Herrmann and
other members of his immediate family and the balance by current employees of
Aquila Management Corporation.
Other Information on Trustees
The Trustees have appointed a standing Audit Committee consisting of all of
the Trustees who are not "interested persons" of the Fund, as that term is
defined in the 1940 Act. The members of the Audit Committee are Tucker Hart
Adams, Gary C. Cornia, John C. Lucking, Anne J. Mills and J. William Weeks. None
of the members of the Audit Committee is an "interested person" of the Fund. 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 Fund's internal accounting
procedures and controls. The Committee held one meeting during the Fund's last
fiscal year. During the Fund's last fiscal year, the Board of Trustees held four
meetings. Each current Trustee was present for at least 75% of the total number
of Board meetings and Audit Committee meetings (if such Trustee was a member of
that committee). The Board of Trustees does not have a nominating committee.
Since the beginning of the Fund's most recently completed fiscal year,
no Trustee purchased or sold shares of the Manager, Sub-Adviser or the parents
or subsidiaries of either.
Ratification or Rejection
of Selection of
Independent Auditors
(Proposal No. 2)
KPMG LLP (KPMG"), which is currently serving as the Fund's independent
auditors, has been selected by the Fund's Board of Trustees, including a
majority of the Independent Trustees, as the Fund's independent auditors for the
fiscal year ending December 31, 2002. Such selection is submitted to the
shareholders for ratification or rejection.
The Fund paid the following fees to KPMG during the fiscal year ended
December 31, 2001.
Audit Fees: $17,000
Financial Information
Systems Design and Implementation 0
All Other Fees $7,378
(Fees for preparation
of the Fund's tax
returns, review of Forms 1099
for the Fund's shareholders and other services.)
KPMG did not perform any services during the fiscal year for the Fund's
investment adviser (the "Manager") or any entity controlling, controlled by or
under common control with the Manager that provides services to the Fund.
The Audit Committee of the Fund's Board of Trustees, has
reviewed all services performed and fees charged by KPMG and has determined that
the provision of non-audit services reflected in the table is compatible with
maintaining KPMG's independence. The Committee has recommended to the Trustees
that KPMG be reappointed for the fiscal year ending December 31, 2002.
KPMG has no direct or indirect financial interest in the Fund, the Manager
or the Sub-Adviser. It is expected that representatives of KPMG 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 Fund's proxy statement and proxy card for a
particular annual meeting. One of these conditions relates to the timely receipt
by the Fund of any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Fund's next annual meeting after the
meeting to which this Proxy Statement relates must be received by the Fund 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 Fund will so advise you.
The fact that the Fund receives a shareholder proposal in a timely manner
does not insure its inclusion in the Fund's proxy material, since there are
other requirements in the proxy rules relating to such inclusion.
Other Business
The Fund 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, except as
noted. 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.
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
Tax-Free Fund of Colorado
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on May 20, 2002
PROXY STATEMENT
<page>
Aquilasm Group of Funds
TAX-FREE FUND OF COLORADO
PROXY FOR SHAREHOLDERS MEETING May 20, 2002
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of TAX-FREE FUND OF COLORADO (the "Fund) 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 Fund to be
held on Monday, May 20, 2002 at the Loews Denver Hotel, Verona Room, 4150 East
Mississippi Avenue, Denver, Colorado at 10:30 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
info@aquilafunds.com
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 voting
To vote your shares by the Internet, contact the Fund 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.
Annual Meeting Attendance We encourage you to attend the Annual Meeting of
Shareholders. If you can join us, please indicate it on the proxy card or e-mail
us at info@aquilafunds.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -----------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
TAX-FREE FUND OF COLORADO
For address changes and/or comments, please check this box and write them
on the back where indicated. [_]
1. Vote on Trustees
(Proposal No.1 in Proxy Statement)
Election of Trustees
1)Lacy B. Herrmann*; 2) Tucker Hart Adams; 3) Gary C. Cornia; 4) Diana P.
Herrmann*; 5) John C. Lucking; 6) Anne J. Mills; 7) J. William Weeks
* 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.
- ----------------
[bolded in printed form]
Management recommends a vote For all nominees listed above and For the
proposal listed below. The shares represented hereby will be voted as indicated
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 [__]
As to any other matter said proxies shall vote in accordance with their
best judgment.
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.
I plan to attend the annual meeting in Denver [__]
I plan to attend the outreach meeting in Colorado Springs [__]
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)