File Nos. 33-12381 & 811-5047
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
TAX-FREE FUND OF COLORADO
(Exact Name of Registrant as Specified in Charter)
380 Madison Avenue, Suite 2300
New York, New York 10017
(Address of Principal Executive Offices)
(212) 697-6666
(Registrant's Telephone Number)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
<page>
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 June 23, 2003
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) The Reserve
351 South Jackson Street
Denver, Colorado;
Time: (b) on Monday, June 23, 2003
at 10:00 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, 2003 (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 27, 2003 (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
May 5, 2003
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 preceding this Proxy Statement 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 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") is Kirkpatrick Pettis 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 the above address, or by
calling 800-437-1020 toll-free or 212-697-6666.
This Notice and Proxy Statement are first being mailed on or about May 5,
2003.
You should read this Proxy Statement prior to voting. If your shares are
registered in the name of your broker or someone other than yourself, you may
authorize that person to vote your shares. If your shares are registered in your
name, then you may vote in one of three ways:
(1) Proxy Card
The enclosed proxy card authorizes the persons named (or their substitutes)
to vote your shares; the 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 or contacting the Fund's Internet address, both of which
are detailed on your proxy card, entering your control number and revoking your
previous vote.
Proxies for shares held by brokers in "street name" and not voted or marked
as abstentions will be counted for purposes of determining a quorum. They will
be counted as present in determining voting results, which will have the same
effect as negative votes.
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, $10.78;
Class C Shares, $10.75; and Class Y Shares, $10.80. 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, 20,340,691; Class C Shares, 1,071,663;
and Class Y Shares, 815,834.
On the record date, the following holders held 5% or more of the Fund's
outstanding 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.
Name and address Number of shares Percent of Class
Institutional 5% shareholders Class C Shares
Merrill Lynch Pierce
Fenner & Smith Inc.
FBO its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246 193,125 18.02%
Class Y Shares
Alpine Trust & Asset
Management
225 N. Fifth Street
Grand Junction, CO 81501 319,455 39.16%
Merrill Lynch Pierce Fenner & Smith for the
sole benefit of
its customers
Attention Fund Administration
4800 Deer Lake Drive East
Jacksonville, FL 32246 304,230 37.29%
Additional 5% Shareholders
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. Each Trustee elected will
serve until the next annual meeting or until his or her successor is duly
elected. The nominees selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can vote your shares in the
election of Trustees.
The following material includes 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 May,
2002.
Trustees(1) and Officers
Other Directorships
Held by Trustee
Positions Held Number of (The position held is a
with Portfolios in directorship
Fund Principal Occupation(s) Fund Complex unless indicated
Name, Address(2) and and Length of During Past 5 Years Overseen by otherwise.)
Date of Birth Service(3) Trustee
Interested Trustees(4)
Lacy B. Herrmann Chairman of Founder and Chairman of the 12 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 each fund of the Value Fund, Oppenheimer
Aquilasm Group of Funds (5) and Midcap Fund, and Oppenheimer
Founder, Chairman of the Board Rochester Group of Funds.
of Trustees 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 since
1973; Trustee Emeritus, Brown
University and active in
university, school and
charitable organizations.
Diana P. Herrmann Trustee since President and Chief Operating 7 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
funds in 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, 2 Director, Touch America,
Colorado Springs, 1989 Inc., an economic consulting Colorado Health Facilities
CO firm, since 1989; formerly Chief Authority, Avista
(01/11/38) Economist, United Banks of Laboratories, Inc. and
Colorado; currently or formerly Mortgage Analysis Computer
active with numerous Corp.
professional and community
organizations.
Gary C. Cornia Trustee since President, the National Tax 4 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 President, Econ-Linc, an 2 Director, Sanu Resources
Phoenix, AZ since 2000 economic consulting firm, since
(05/20/43) 1995; 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 5 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
since 1985 and Trustee Emerita,
Brown University.
J. William Weeks Trustee since Retired; limited partner and 3 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 Aquila Rocky
since 1999 Mountain Equity Fund and four
Aquila Bond 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 five
Aquila Bond Funds and Vice
President, Churchill Cash
Reserves Trust, 1995-2001.
Emily T. Rae Vice President Vice President of Aquila Rocky N/A N/A
Aurora, CO since 2002 Mountain Equity Fund and
(03/02/74) Tax-Free Fund of Colorado since
2002; investment analyst,
Colorado State Bank and Trust,
2001-02; financial analyst, J.P.
Morgan, 2000-01, senior
registered associate,
Kirkpatrick Pettis, 1998-2000;
registered associate, FBS
Investments (now U.S. Bancorp
Piper Jaffray), 1997-98.
John T. Volk Assistant Vice Marketing representative for the N/A N/A
New York, NY President Distributor since 1998; mutual
(04/15/71) since 2002 fund services representative,
Prudential Securities, 1996-98.
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; trustee,
Alpha Strategies Fund since
July, 2002; 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 1995 and Vice President of the
four 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 since Aquilasm Group of Funds since
(11/02/66) 2000 2000; Assistant Vice President
of the Manager since 1998; Fund
Accountant for the Aquilasm
Group of Funds, 1995-1998.
(1)The Fund's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll free).
(2) The mailing address of each Trustee and officer is c/o Tax-Free Fund of
Colorado, 380 Madison Avenue, New York, NY 10017.
(3) Each Trustee holds office until the next annual meeting of shareholders or
until his or her successor is elected and qualifies. The term of office of each
officer is one year.
(4) 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.
(5) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust, Pacific Capital Tax-Free Cash Assets
Trust and Capital Cash Management 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"; Aquila Rocky Mountain Equity Fund is an equity
fund; considered together, these 12 funds are called the "Aquilasm Group of
Funds."
Securities Holdings of the Trustees
(as of 12/31/02)
Name of Aggregate Dollar Range
Trustee Dollar Range of Of Ownership in Aquilasm
Ownership in Tax-Free Fund of Investment Companies
Colorado (1) Overseen by Trustee (1)
Interested Trustees
Lacy B. Herrmann B E
Diana P. Herrmann B E
Non-interested Trustees
Tucker H. Adams B B
Gary C. Cornia B C
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, 2002, the Fund paid a total of $80,469 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 12 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money-market funds and an equity fund.
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 $8,300 $10,900 2
Gary C.
Cornia $8,050 $15,434 4
John C.
Lucking $8,050 $18,400 2
Anne J.
Mills $8,050 $35,600 5
J. William
Weeks $9,050 $21,850 3
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 March 31, 2003, these funds had aggregate assets of approximately
$3.8 billion, of which approximately $2.4 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, 2002 the Fund paid $1,052,845 in
management fees.
During the fiscal year ended December 31, 2002, $99,469 was paid under Part
I of the Fund's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $4,591 was retained by the Distributor. With respect to
Class C Shares, during the same period, $38,264 was paid under Part II of the
Plan and $12,755 was paid under the Fund's Shareholder Services Plan. Of these
total payments of $51,019, the Distributor retained $4,474. All of such payments
were for compensation.
The Distributor currently handles the distribution of the shares of
twelve funds (four money-market funds, seven tax-free municipal bond funds and
an equity fund), 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 "independent" and 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. All of the members of the Committee are "independent" and are not
"interested persons" of the Fund. The Committee (i) selects what firm of
independent auditors will be the Fund's independent auditors (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. Selection of auditors is also ratified by
the Board of Trustees. The Audit Committee held two meetings 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.
Vote Required
To be elected, each nominee must receive the affirmative votes of a
majority of the shares present.
Ratification or Rejection
of Selection of
Independent Auditors
(Proposal No. 2)
KPMG LLP (KPMG"), which is currently serving as the Fund's independent
auditors, has been selected by the Fund's Audit Committee (ratified by the Board
of Trustees), including a majority of the Independent Trustees, as the Fund's
independent auditors for the fiscal year ending December 31, 2003. Such
selection is submitted to the shareholders for ratification or rejection.
The following table represents fees for professional audit services
rendered by KPMG for the audit of the Fund's annual financial statements for
2001 and 2002, and fees billed for other services rendered by KPMG.
2001 2002
Audit Fees: $17,000 $19,500
Audit related fees 0 0
Audit and audit related fees $17,000 $19,500
Tax fees(1) $ 7,328 $ 8,950
All other fees 0 0
Total $24,328 $28,450
(1) Tax fees consisted of fees for tax consultation and tax compliance 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, which consists of all
independent Trustees, has reviewed all services performed and fees charged by
KPMG and has accepted its representation that it is independent in recommending
reappointment of it for the fiscal year ending December 31, 2003.
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.
Vote Required
Approval requires the affirmative votes of a majority of the shares
present.
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 June 23, 2003
PROXY STATEMENT
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THE AQUILASM GROUP OF FUNDS
380 MADISON AVENUE, SUITE 2300
NEW YORK, NY 10017
VOTE BY TELEPHONE OR INTERNET OR MAIL
24 Hours a day, 7 days a week
TELEPHONE
1-888-221-0697
To vote your shares by telephone, call toll free 1-888-221-0697. You will
be prompted to enter the 14-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
www.proxyweb.com/aquila
To vote your shares by the Internet, contact the Fund at
www.proxyweb.com/aquila You will be prompted to enter the 14-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.
Please fold and detach card at perforation before mailing.
Aquilasm Group of Funds
Tax-Free Fund of Colorado
Proxy for Shareholder Meeting June 23, 2003
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Tax-Free Fund of Colorado (the "Fund") whose
signature(s)appear(s) below does/do 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, June 23, 2003 at The Reserve, 351
South Jackson Street, Denver, CO, 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 on the
reverse side. Such shares are entitled to one vote for every dollar of net asset
value represented by the share balance printed below.
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
Address changes/comments: _______________________________
_________________________________________________________
_________________________________________________________
(If you noted any address changes/comments above, please mark corresponding
box on other side.)
Dated: __________________, 2003
_________________________________
Signature(s) (SIGN WITHIN THE BOX)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY CARD. When signing
as a custodian, attorney, executor, administrator, trustee, guardian, etc.,
please sign your full title as such. Joint owners should each sign.
<page>
please fold and detach card at perforation before MAILING
Tax-Free Fund of Colorado
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
[X] PLEASE DO NOT USE FINE POINT PENS
1. 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
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[__] FOR ALL
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[__] WITHHOLD ALL
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[__] FOR ALL EXCEPT
__________________
INSTRUCTION: 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 above.
[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 at right
or FOR if no choice is indicated.
2. Action on selection of KPMG LLP as independent auditors
(Proposal No.2 in Proxy Statement)
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FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with their best
judgment.
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I plan to attend the annual meeting in Denver [__]
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I plan to attend the outreach meeting in Grand Junction [__]
For address changes and/or comments, please check this box and write them on the
front where indicated. _
[_]
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
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