Important Notice
Please Read Immediately
Aquilasm
Group of Funds
TAX-FREE FUND FOR UTAH
380 Madison Avenue, Suite 2300, New York, NY 10017
Notice of Annual Meeting of
Shareholders to be held
on September 28, 2001
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 For Utah (the "Fund") will be held:
Place: (a) at the Grand America Hotel
555 South Main Street
Salt Lake City, Utah;
Time: (b) on September 28, 2001
at 9:30 a.m. local time;
Purposes: (c) for the following purposes:
(i) to elect six 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 June 30, 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 July 6, 2001 (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
August 17, 2001
Please Note:
If you do not expect to attend the Meeting, please vote 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 For Utah
380 Madison Avenue, Suite 2300, New York, NY 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 For Utah (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.
A copy of the Fund's most recent annual report and most recent
semi-annual report will be sent to you without charge upon written request to
the Fund's Distributor, Aquila Distributors, Inc., 380 Madison Avenue, Suite
2300, New York, NY 10017 or by calling 800-437-1020 toll-free or 212-697-6666.
The Fund's founder and Manager (the "Manager") is Aquila Management
Corporation, 380 Madison Avenue, Suite 2300, New York, NY 10017. Since August 1,
2001 the Manager has acted as the Fund's investment adviser. The Fund's
principal underwriter (the "Distributor") is Aquila Distributors, Inc., 380
Madison Avenue, Suite 2300, New York, NY 10017.
This Notice and Proxy Statement are first being mailed on or about
August 17, 2001.
You should read this 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 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.
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.
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.
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, $9.65; Class C Shares, $9.64; and Class Y Shares, $9.68. 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 (Proposal No. 2).
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, 3,554,545; Class C Shares,
194,442; and Class Y Shares, 529.
On the record date, the following institutional holders held 5% or more of the
Fund's outstanding shares. On the basis of information received from the holders
the Fund's management believes that all of the shares indicated are held for the
benefit of clients
Name and address Number of Percent of class
of the holder of shares
record
Merrill Lynch Pierce 533,700 Class A Shares 15%
Fenner & Smith 56,633 Class C Shares 29.1%
4800 Deer Lake Dr., 515 Class Y Shares 94.4%
Jacksonville, FL
Fiserv Securities Inc. 425,151 Class A Shares 12%
2005 Market Street,
Philadelphia, PA
Zions First National Bank 723,302 Class A Shares 20.4%
P.O. Box 30880, (held in 2 accounts)
Salt Lake City, UT
Donaldson Lufkin 58,157 Class C Shares 30%
Jenrette Securities (held in 4 accounts)
Corporation, Inc.
P.O. Box 2052,
Jersey City, NJ
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, six 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.
All of the nominees are presently Trustees and were elected by the
shareholders in October, 2000. The Trustees and officers as a group own less
than 1% of the outstanding shares of the Fund. In the material below and
elsewhere in this Proxy Statement, Aquila Management Corporation is referred to
as the "Manager" and the Fund's Distributor, Aquila Distributors, Inc., is
referred to as the "Distributor." Mr. Herrmann is an interested person of the
Fund as that term is defined in the Investment Company Act of 1940 (the "1940
Act") as an officer of the Fund and a director, officer and shareholder of the
Manager and the Distributor. Ms. Herrmann is an interested person of the Fund as
an officer of the Fund and as an officer, director and shareholder of the
Manager and as a shareholder and director of the Distributor. Each is also an
interested person as a member of the immediate family of the other. They are so
designated by an asterisk.
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 (this Fund), 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, 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."
The following material includes the name, positions with the Fund,
address and age as of the record date 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.
Name, Position Business Experience
with the Fund,
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: 72 and Founder, Chairman of the Board of Trustees
Shares Owned: 14(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 and Capital Cash
U.S. Government Securities 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) Class Y shares held of record by the Manager.
Gary C. Cornia President elect of the National Tax Association;
Trustee Professor and Chair of the Executive Committee
577 East 1090 North of the International Center for Land Policy Studies
Orem, UT 84057 and Training Institute, Taipei, Taiwan;
Age: 53 Associate Dean of the Marriott School of Management,
Shares Owned: 59(2) Brigham Young University, 1991-2000; Assistant
Professor, 1980-1985;
Commissioner of the Utah Tax
Commission, 1983-1986; Director of
the National Tax Association,
1990-1993; Chair of the Governor's
Tax Review Committee since 1993;
Faculty Associate of the Land
Reform Training Institute, Taipei,
Taiwan and The Lincoln Institute of
Land Policy, Cambridge,
Massachusetts; Trustee of Tax-Free
Fund For Utah since 1993 and of
Tax-Free Fund of Colorado since
2000.
(2) Held jointly with his wife in street name.
William L. Ensign Planning and Architectural Consultant;
Trustee Acting Architect of the United States Capitol
766 Holly 1995-1997; Assistant Architect of the United
Drive North, States Capitol 1980-1995; previously President
Annapolis, and CEO, McLeod Ferrara Ensign, an international
MD 21401 planning and design firm based in Washington DC;
Age: 72 Fellow and former Director of the American Institute
Shares Owned: 737(3) of Architects; District of Columbia Zoning
Commissioner 1989-1997; member,
U.S. Capitol Police Board
1995-1997, National Advisory
Council on Historic Preservation
1989-1997, National Capital
Memorial Commission 1989-1997;
Acting Director of the U.S. Botanic
Garden 1995-1997; Trustee, National
Building Museum 1995-1997; Trustee
of Tax-Free Trust of Arizona since
1986 and of Tax-Free Fund For Utah
since 1991; Trustee of Oxford Cash
Management Fund, 1983-1989.
(3) Held jointly with his wife.
Diana P. Herrmann* President and Chief Operating Officer of
Trustee and President the Manager since 1997, a Director since 1984,
380 Madison Secretary since 1986 and previously its
Avenue Executive Vice President, Senior Vice
New York, President or Vice President, 1986-1997;
NY 10017 President of various Aquila Bond and
Age: 43 Money-Market Funds since 1998; Assistant
Shares Owned: 246 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 Fund'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.
Anne J. Mills President, Loring Consulting Company since
Trustee 2001; Vice President for Business Affairs
167 Glengarry Place of Ottawa University, 1992-2001;
Castle Rock, IBM Corporation, 1965-1991; Budget
CO 80104 Review Officer of the American
Age: 62 Baptist Churches/USA, 1994-1997; Director
Shares Owned: 153 of the American Baptist Foundation,
1985-1996 and since 1998; Trustee of Brown
University, 1992-1999; Trustee of
Churchill Cash Reserves Trust,
1985-2001, of Tax-Free Trust of
Arizona since 1986, of Churchill
Tax-Free Fund of Kentucky, Tax-Free
Fund of Colorado and Capital Cash
Management Trust since 1987 and of
Tax-Free Fund For Utah since 1994.
R. Thayne Robson Director of the Bureau of Economic
Trustee and Business Research, Professor
3548 Westwood Drive of Management, and Research Professor
Salt Lake City, UT of Economics at the University
84109 of Utah since 1978; Trustee of Tax-Free
Age: 72 Fund For Utah since 1992 and of
Shares Owned: 152 Aquila Rocky Mountain Equity Fund since 1993;
Director of the Alliance of
Universities for Democracy since
1990; Trustee of the Salt Lake
Convention and Visitors Bureau
since 1984; Member of Utah
Governor's Economic Coordinating
Committee since 1982; Member of the
Association for University Business
and Economic Research since 1985;
Director of ARUP (a medical test
laboratory) since 1988; Director of
Western Mortgage since 1989;
Director of the Utah Economic
Development Corporation since 1985;
Director of the Salt Lake Downtown
Alliance since 1991; Trustee of
Crossroads Research Institute since
1986.
Jerry G. McGrew President of Aquila Distributors,
Senior Vice President Inc. since 1998, Registered Principal
380 Madison Avenue since 1993, Senior Vice President, 1997-1998
New York, NY 10017 and Vice President, 1993-1997; Senior Vice
Age: 57 President of Aquila Rocky Mountain Equity
Fund since 1996; Senior Vice
President of Churchill Tax-Free
Fund of Kentucky since 1994, and of
Tax-Free Fund of Colorado and
Tax-Free Fund For Utah since 1997;
Vice President of Churchill Cash
Reserves Trust since 1995-2001;
Registered Representative of J.J.B.
Hilliard, W.L. Lyons Inc.,
1983-1987; Account Manager with IBM
Corporation, 1967-1981;
Gubernatorial appointee, Kentucky
Financial Institutions Board,
1993-1997; Chairman, Total Quality
Management for Small Business,
1990-1994; President of
Elizabethtown/Hardin County,
Kentucky, Chamber of Commerce,
1989-1991; President of
Elizabethtown Country Club,
1983-1985; Director-at Large,
Houston Alliance for the Mentally
Ill (AMI), since 1998.
Kimball L. Young Co-manager of the Fund's portfolio since 2001;
Senior Co-founder of Lewis Young Robertson &
Vice Burningham, Inc., a NASD licensed
President broker/dealer providing public
2049 Herbert finance services to Utah local
Avenue governments, 1995-2001; Senior Vice
Salt Lake City, President of Tax-Free Trust of Arizona,
UT 84108 Tax-Free Fund For Utah, Aquila Cascadia
Age: 54 Equity Fund and Aquila Rocky Mountain Equity
Fund. Formerly Senior Vice President-
Public Finance, Kemper
Securities Inc., Salt Lake City, Utah.
Thomas S. Albright Vice President and co-manager of the Fund's
Vice President portfolio since 2001; Senior Vice
4175 Westport Rd. President and Portfolio Manager of
Suite 107 Churchill Tax-Free Fund of Kentucky
Louisville, KY 40241 since July 2000; Vice President and
Age: 48 Portfolio Manager of Banc One Investment
Advisors, Inc., 1994-2000; Senior Vice
President of Liberty National
Trust Company,1981-1994.
Stephen J. Caridi Vice President of the Distributor since
Assistant 1995, Assistant Vice President 1988-1995,
Vice President Marketing Associate, 1986-1988; Vice
380 Madison President of Hawaiian Tax-Free Trust since
Avenue 1998; Senior Vice President of Narragansett
New York, Insured Tax-Free Income Fund since
NY 10017 1998, Vice President since 1996; Assistant Vice
Age: 40 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: 77 and Director of STCM Management Company,
Inc. since 1974; Chief Financial
Officer of the Manager since 1984
and of the Distributor, 1985-2000.
Joseph P. DiMaggio Treasurer of the Aquila Money-Market,
Treasurer Bond and Equity Funds. Treasurer of Aquila
380 Madison Avenue Distributors, Inc. since 2000; Controller of
New York, NY 10017 Van Eck Global Funds, 1993-2000; Mutual
Age: 44 Fund Accounting Manager of Alliance
Capital Management L.P., 1985-1993.
Lori A. Vindigni Assistant Vice President of Aquila Management
Assistant Treasurer Corporation since 1998, Fund Accountant
380 Madison Avenue for the Aquilasm Group of Funds 1995-1998;
New York, NY Staff Officer and Fund Accountant of
10017 Citibank Global Asset Management Group of
Age: 34 Investment Companies, 1994-1995; Fund Accounting
Supervisor of Dean Witter Group of Investment
Companies, 1990-1994.
Edward M. W. Hines Partner of Hollyer Brady Smith & Hines
Secretary LLP, attorneys, since 1989 and counsel,
551 Fifth Avenue 1987-1989; Secretary of the Aquila Money-Market,
New York, NY 10176 Bond and Equity Funds since 1982.
Age: 61
Robert W. Anderson Compliance Officer of Aquila Management
Assistant Secretary Corporation since 1998 and Assistant
380 Madison Avenue Secretary of the Aquila Money-Market Funds
New York, NY 10017 and the Aquila Bond and Equity Funds since 2000;
Age: 60 Consultant, The Wadsworth Group, 1995-1998;
Executive Vice President of
Sheffield Management Company
(investment adviser and distributor
of a mutual fund group), 1986-1995.
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 Manager since 1990; Investment
Age: 61 Services Consultant and Bank Services Executive
of Wright Investors' Service, a
registered investment adviser,
1983-1989; Member of the American
Finance Association, the Western
Finance Association and the Society
of Quantitative Analysts.
The Fund does not currently pay fees to any of the Fund's officers or
to Trustees affiliated with the Manager. For its fiscal year ended June 30, 2001
the Fund paid a total of $26,899 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 which the
from the in the Trustee
Fund Aquilasm serves
Name Group of
Funds
Gary C. Cornia $4,850 $12,650 2
William L. Ensign $3,850 $14,000 2
Anne J. Mills $3,850 $37,750 7
R. Thayne Robson $4,550 $ 7,050 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 each member of the
Aquilasm Group of Funds, which consists of tax-free municipal bond funds,
money-market funds and equity funds. As of June 30, 2001 these funds had
aggregate assets of approximately $3.2 billion, of which approximately $1.9
billion consisted of assets of the tax-free municipal bond funds. The Manager is
controlled by Mr. Lacy B. Herrmann, through share ownership directly, through a
trust and by his wife. During the fiscal year ended June 30, 2001, the Fund
incurred Management fees of $175,548, of which $154,482 was waived and the
balance was paid to the Fund's former sub-adviser.
During the fiscal year ended June 30, 2001, $67,804 was paid under Part
I of the Fund's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $2,107 was retained by the Distributor. With respect to
Class C Shares, during the same period $9,055 was paid under Part II of the Plan
and $3,018 was paid under the Shareholder Services Plan. Of these total payments
of $12,073, the Distributor received $5,641. 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 (the "Independent Trustees") who are not "interested
persons" of the Fund, 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 Fund's internal accounting procedures and controls.
The Committee held one meeting during the Fund's last fiscal year. The Board of
Trustees does not have a nominating committee. 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).
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 June 30, 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
June 30, 2001:
Audit Fees: $12,500
Financial Information
Systems Design and Implementation 0
All Other Fees $5,519
(Fees for preparation
of the Fund's tax
returns and correspondence
tax-equivalent yield.)
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 of the independent Trustees, has reviewed all services performed and fees
charged by KPMG and has accepted its representation that it is independent in
recommending re-appointment of it for the fiscal year ending June 30, 2002.
KPMG has no direct or indirect financial interest in the Fund or the
Manager. 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 For Utah
Notice of Annual Meeting of Shareholders
to be held on September 28, 2001
PROXY STATEMENT
Aquilasm Group of Funds
TAX-FREE FUND FOR UTAH Class A
Proxy for Shareholders Meeting September 28, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of TAX-FREE FUND FOR UTAH (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 Friday, September 28, 2001, at Grand America Hotel, 555 South Main
Street, Salt Lake City, Utah; at 9:30 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.
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 FOR UTAH - 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
01) Lacy B. Herrmann* 02) Gary C. Cornia 03) William L. Ensign 04) Diana P.
Herrmann* 05) Anne J. Mills 06) R. Thayne Robson
*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 the Shareholder Meeting. If you mark the
box below, you must return the proxy card by mail to have this information
recorded.
I plan to attend the annual meeting. [__]
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)
Aquilasm Group of Funds
TAX-FREE FUND FOR UTAH Class C
Proxy for Shareholders Meeting September 28, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of TAX-FREE FUND FOR UTAH (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 Friday, September 28, 2001, at Grand America Hotel, 555 South Main
Street, Salt Lake City, Utah; at 9:30 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.
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 FOR UTAH - 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
01) Lacy B. Herrmann* 02) Gary C. Cornia 03) William L. Ensign 04) Diana P.
Herrmann* 05) Anne J. Mills 06) R. Thayne Robson
*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 the Shareholder Meeting. If you mark the
box below, you must return the proxy card by mail to have this information
recorded.
I plan to attend the annual meeting. [__]
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)
Aquilasm Group of Funds
TAX-FREE FUND FOR UTAH Class Y
Proxy for Shareholders Meeting September 28, 2001
Proxy Solicited on Behalf of the Board of Trustees
The undersigned shareholder of TAX-FREE FUND FOR UTAH (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 Friday, September 28, 2001, at Grand America Hotel, 555 South Main
Street, Salt Lake City, Utah; at 9:30 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.
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 FOR UTAH - 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
01) Lacy B. Herrmann* 02) Gary C. Cornia 03) William L. Ensign 04) Diana P.
Herrmann* 05) Anne J. Mills 06) R. Thayne Robson
*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 the Shareholder Meeting. If you mark the
box below, you must return the proxy card by mail to have this information
recorded.
I plan to attend the annual meeting. [__]
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)