File Nos. 33-38766 & 811-6239

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 FOR UTAH
(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 Aquilasm
Please Read Immediately 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 26, 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 For Utah (the "Fund"), will be held:

Place: (a) at the Little America Hotel
500 South Main Street
Salt Lake City, Utah;

Time: (b) on September 26, 2003
at 8:30 a.m. Mountain Daylight Savings 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, 2004 (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 June 30, 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

August 15, 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 For Utah
380 Madison Avenue, Suite 2300, New York, NY 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 For Utah (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. 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.

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 August
15, 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, $10.31;
Class C Shares, $10.30; and Class Y Shares, $10.34. 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, 8,276,722; Class C Shares, 1,590,964;
and Class Y Shares, 85,130.

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
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 Percent of
Of the holder of shares class
record

Merrill Lynch Pierce 560,911 Class A Shares 10.43%
Fenner & Smith 364,698 Class C Shares 22.92%
4800 Deer Lake Dr. 11,279 Class Y Shares 13.25%
Jacksonville, FL 32246

Zions First National Bank 863,430 Class A Shares 6.78%
P.O. Box 30880
Salt Lake City, UT 84130

Pershing LLC 268,178 Class C Shares 16.86%
P. O. Box 2052 73,852 Class Y Shares 86.75%
Jersey City, NJ 07303

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.

The following material includes information about 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 September 2002 except for Mr.
Hillyard, who was elected by the Trustees in 2003 to fill a vacancy.

Trustees(1)
And Officers

Number of
Positions Held Portfolios Other Directorships
with in Fund Held by Trustee
Fund and Complex (The position held is
Name, Address(2) Length of Principal Occupation(s) Overseen a directorship unless
and Date of Birth Service(3) During Past 5 Years by Trustee indicated otherwise.)

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, Oppenheimer
1992 organization and Manager or Quest Value Funds Group,
Administrator and/or Adviser or Oppenheimer Small Cap Value
Sub-Adviser to each fund of the Fund, Oppenheimer Midcap Fund,
Aquilasm Group of Funds (5) and and Oppenheimer Rochester Group
Founder, Chairman of the Board of of Funds.
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 1997 and Officer of the Manager since
(02/25/58) President 1997, a Director since 1984,
since 1998 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
Gary C. Cornia Trustee President, the National Tax 4 None
Orem, UT since 1993 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.

.
William L. Ensign Trustee Planning and Architectural 2 None
Annapolis, MD since 1992 Consultant; Acting Architect,
(12/14/28) United States Capitol 1995-1997;
formerly Assistant Architect;
former trustee of various
cultural organizations.

Lyle W. Hillyard Trustee since President of the law firm of 1 None
Logan, UT 2003 Hillyard, Anderson & Olsen,
(09/25/40) Logan, Utah, since 1967; member
of Utah Senate, 1985 to present,
in the following positions:
President, 2002, Senate Majority
Leader, 1999-2000, Assistant
Majority Whip, 1995-1998; served
as Chairman of the following
Senate Committees: Tax and
Revenue, Senate Judiciary
Standing, Joint Executive
Appropriations, and Senate
Rules; also Higher Education
Appropriations Subcommittees for
Higher Education and for Public
Education.

Anne J. Mills Trustee since President, Loring Consulting 5 None
Castle Rock, CO 1994 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.

Officers
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.

Kimball L. Young Senior Vice Co-portfolio manager, Tax-Free N/A N/A
Salt Lake City, UT President since Fund For Utah since 2001;
(08/07/46) 1998 Co-founder, Lewis Young Robertson
& Burningham, Inc., a NASD
licensed broker/dealer providing
public finance services to Utah
local governments, 1995-2001;
Senior Vice President of two
Aquila Bond Funds and Aquila
Rocky Mountain Equity Fund;
formerly Senior Vice
President-Public Finance, Kemper
Securities Inc., Salt Lake City,
Utah.

Thomas S. Albright Vice President Senior Vice President and N/A N/A
Louisville, KY since 2001 Portfolio Manager, Churchill
(07/26/52) Tax-Free Fund of Kentucky since
July 2000; Vice President and
Co-portfolio manager, Tax-Free
Fund For Utah since 2001; Vice
President and Portfolio Manager,
Banc One Investment Advisors,
Inc., 1994-2000.

Stephen J. Caridi Assistant Vice Vice President of the N/A N/A
New York, NY (05/06/61) President Distributor since 1995; Vice
since 1993 President, Hawaiian Tax-Free
Trust since 1998; Senior Vice
President, Narragansett Insured
Tax-Free Income Fund since 1998,
Vice President 1996-1997;
Assistant Vice President,
Tax-Free Fund For Utah since
1993.

Mary Kayleen Willis Assistant Vice Assistant Vice President of N/A N/A
Salt Lake City, UT President Tax-Free Fund For Utah since
(06/11/63) since 2002 January, 2002, various
securities positions: Paine
Webber, Inc., Salt Lake City,
1999-2002, Dean Witter Reynolds,
Inc., Salt Lake City, 1996-1998.

Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquilasm Group of Funds since
(11/06/56) Officer since 2003 and Treasurer since 2000;
2003 and Controller, Van Eck Global
Treasurer Funds, 1993-2000.
since 2000

Edward M. W. Hines Secretary Partner, Hollyer Brady Smith & N/A N/A
New York, NY since 1992 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 For
Utah, 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 their affiliations
with 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 6/01/03)

Aggregate Dollar Range
of Ownership in
Dollar Range of Aquilasm Investment
Ownership in Companies Overseen by
the Fund Trustee

Name of Trustee

Interested Trustees

Lacy B. Herrmann B E

Diana P. Herrmann B E

Non-interested Trustees

Gary C. Cornia B C

William L. Ensign B B

Lyle W. Hillyard B B

Anne J. Mills B D

(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. For its fiscal year ended June 30, 2003
the Fund paid a total of $25,410 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.

Number of
Compensation Boards on
from all funds which the
Compensation from in the Aquilasm Trustee now
Name the Fund Group of Funds serves

Gary C. Cornia $4,600 $22,033 4

William L. Ensign $4,600 $14,750 2

Lyle W. Hillyard $1,467 $ 1,467 1

Anne J. Mills $5,950 $35,000 5

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 June 30, 2003 these funds had aggregate assets of approximately
$3.9 billion, of which approximately $2.5 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, 2003, the Fund incurred Management fees of
$401,830, all of which were waived.

During the fiscal year ended June 30, 2003, $139,420 was paid under Part I
of the Fund's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $6,115 was retained by the Distributor. With respect to
Class C Shares, during the same period $78,024 was paid under Part II of the
Plan and $26,008 was paid under the Shareholder Services Plan. Of these total
payments of $104,032, the Distributor received $13,664. 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
Gary C. Cornia, William L. Ensign, Lyle W. Hillyard and Anne J. Mills. None of
the members of the 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. Selection of auditors is also ratified by the Board of
Trustees. The Audit Committee held one meeting during the Fund's last fiscal
year. The Board of Trustees has adopted a written charter for the Audit
Committee, a copy of which is attached as an appendix to this Proxy Statement.

During the Fund's last fiscal year, the Board of Trustees held five
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), except for Mr. Hillyard, who was not elected until March 2,
2003.

Since the beginning of the Fund's most recently completed fiscal year, no
Trustee purchased or sold more than 1% of the shares of any class of the
Manager.

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 Board of Trustees, including a
majority of the Independent Trustees, as the Fund's independent auditors for the
fiscal year ending June 30, 2004. 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
2002 and 2003, and fees billed for other services rendered by KPMG.

2002 2003

Audit Fees: $14,500 $15,000

Audit related fees 0 0

Audit and audit
related fees 14,500 15,000

Tax fees(1) 7,350 8,392

All other fees 0 0

Total $21,850 $23,392

(1)Tax fees consisted of fees for tax consultation and tax compliance services.

KPMG did not perform any services during the last 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 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, 2004.

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, shareholders will be notified.

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.

APPENDIX

Tax-Free Fund For Utah

AUDIT COMMITTEE CHARTER

1. The Audit Committee shall be composed entirely of independent Trustees.

2. The purposes of the Audit Committee are:

(a) to oversee the Fund's accounting and financial reporting policies.

(b) to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper audit.

3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:

(a) to recommend the selection, retention or termination of auditors and,
in connection therewith, to evaluate the independence of the auditors,
including whether the auditors provide any consulting services to the
manager, and to receive the auditors' specific representations as to
their independence;

(b) to meet with the Fund's independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of
the annual audit and any special audits; (ii) to discuss any matters
of concern relating to the Fund's financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); (iii) to consider the auditors' comments
with respect to the Fund's financial policies, procedures and internal
accounting controls and management's responses thereto; and (iv) to
review the form of opinion the auditors propose to render to the Board
and shareholders;

(c) to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;

(d) to review the fees charged by the auditors for audit and non-audit
services;

(e) to investigate improprieties or suspected improprieties in Fund
operations; and

(f) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate.

4. The Committee shall meet on a periodic basis and is empowered to hold
special meetings as circumstances require.

5. The Committee shall periodically meet with the Chief Financial Officer
and/or the Treasurer of the Fund and with internal auditors, if any, for
the management company.

6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund.

7. The Committee shall review this Charter at least annually and recommend any
changes to the full Board of Trustees.

Important Notice
Please Read Immediately

Tax-Free Fund For Utah

Notice of Annual Meeting of Shareholders
to be held on September 26, 2003

PROXY STATEMENT

<page>

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 For Utah

Proxy for Shareholder Meeting September 26, 2003
Proxy Solicited on Behalf of the Board of Trustees

The shareholder(s) of Tax-Free Fund For Utah (the "Fund") whose
signature(s)appears 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 Friday, September 26, 2003 at the at
Little America Hotel, 500 South Main Street, Salt Lake City, Utah; at 8:30 a.m.
Mountain Daylight Savings 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) PLEASE SIGN WITHIN THE BOX

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEARS 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 For Utah

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

01) Lacy B. Herrmann* 02) Gary C. Cornia 03) William L. Ensign
04) Diana P. Herrmann* 05) Lyle W. Hillyard 06) Anne J. Mills

*interested Trustees
__
[__] FOR ALL
__
[__] WITHHOLD ALL
__
[__] 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 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.
__
I plan to attend the annual meeting in Salt Lake City [__]

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.

<page>