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 24, 2005
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 24, 2005
at 8:30 a.m. Mountain Daylight Time;
Purposes: (c) for the following purposes:
(i) to elect five 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 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, 2005 (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 22, 2005
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 Manager (the "Manager") is Aquila Investment Management LLC,
380 Madison Avenue, Suite 2300, New York, NY 10017, a subsidiary of the Fund's
founder, Aquila Management Corporation. 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 22, 2005.
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.
(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, and will therefore
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, $10.22; Class C Shares, $10.22; and Class Y Shares, $10.26. The
meeting is expected to act only upon matters that affect the Fund as a whole:
the election of Trustees. 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, 12,307,510; Class C Shares,
2,710,615; and Class Y Shares, 1,724,565.
On the record date, the following institutional holders held 5% or more
of a class 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 630,788 Class A Shares 5.13%
Fenner & Smith 532,532 Class C Shares 19.65%
4800 Deer Lake Dr.
Jacksonville, FL 32246
Zions First National Bank 665,559 Class Y Shares 38.59%
P.O. Box 30880
Salt Lake City, UT 84130
Pershing LLC 155,069 Class C Shares 5.72%
P. O. Box 2052
Jersey City, NJ 07303
SEI Private Trust Company 474,169 Class Y Shares 27.49%
One Freedom Valley Drive
Oaks, PA 19456
National Financial Services 131,237 Class Y Shares 7.61%
Corp.
1 World Financial Center
New York, NY 10281
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, five 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 2004. All nominees
have consented to serve if elected.
Nominees(1)
Number of
Positions Held Portfolios Other Directorships
with in Fund Held by Trustee
Fund and Complex(4) (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
Trustee(5)
Diana P. Herrmann Trustee since Vice Chair and Chief Executive 10 None
New York, NY 1997 and Officer of Aquila Management
(02/25/58) President Corporation, Founder of the
since 1998 Aquilasm Group of Funds(6) and
parent of Aquila Investment
Management LLC, Manager since
2004, President and Chief
Operating Officer since 1997, a
Director since 1984, Secretary
since 1986 and previously its
Executive Vice President, Senior
Vice President or Vice
President, 1986-1997; Chief
Executive Officer and Vice Chair
since 2004 and President, Chief
Operating Officer and Manager of
the Manager since 2003; Vice
Chair, President, Executive Vice
President or Senior 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;
Governor, Investment Company
Institute (2004) and head of its
Small Funds Committee since
2004; active in charitable and
volunteer organizations.
Non-interested
Trustees
Gary C. Cornia Chair of the Director, Romney Institute of 4 None
Orem, UT Board of Public Management, Marriott
(06/24/48) Trustees since School of Management, Brigham
2005 and Young University, 2004 -
Trustee present; Professor, Marriott
since 1993 School of Management, 1980 -
present; Past President, the National
Tax Association; Fellow, Lincoln
Institute of Land Policy, 2002-2003;
Associate Dean, Marriott School of
Management, Brigham Young University,
1991-2000; Utah Governor's Tax Review
Committee since 1993.
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,
2000, 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 Appropriations
Subcommittees for Higher Education and
for Public Education.
John C. Lucking Trustee since President, Econ-Linc, an 3 Director, Sanu Resources
Phoenix, AZ 2004 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; Board,
Northern Arizona University Foundation
since 1997; member, various
historical, civic and economic
associations.
Anne J. Mills Trustee since President, Loring Consulting 4 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; Trustee,
Ottawa University; and Trustee
Emerita, Brown University.
Other Individuals
Chairman Emeritus
Because of his importance to the shareholders and to enable the Board of
Trustees to continue to have the benefit of his counsel, Mr. Lacy B. Herrmann
has agreed to be Chairman Emeritus. The Chairman Emeritus may attend Board
meetings but has no voting power.
Lacy B. Herrmann Founder, Founder and Chairman of the N/A N/A
New York, NY Chairman Board, Aquila Management
(05/12/29) Emeritus since Corporation, the sponsoring
2005 and organization and parent of the
Chairman of the Manager or Administrator and/or
Board of Adviser or Sub-Adviser to each
Trustees, fund of the Aquilasm Group of
1992-2005 Funds; Chairman of the Manager
or Administrator and/or Adviser or
Sub-Adviser to each since 2004;
Founder, Chairman Emeritus and
Trustee of Aquila Rocky Mountain
Equity Fund, Narragansett Insured
Tax-Free Income Fund and Tax-Free
Trust of Arizona; Founder and
Chairman Emeritus of Hawaiian
Tax-Free Trust, Pacific Capital Cash
Assets Trust, Pacific Capital
Tax-Free Cash Assets Trust, Pacific
Capital U.S. Government Securities
Cash Assets Trust, Tax-Free Fund of
Colorado, Churchill Tax-Free Fund of
Kentucky, Tax-Free Trust of Oregon
and Tax-Free Fund For Utah;
previously Chairman and a Trustee of
each fund in the Aquilasm Group of
Funds since its establishment until
2004 or 2005; Director of the
Distributor since 1981 and formerly
Vice President or Secretary,
1981-1998; Trustee Emeritus, Brown
University and the Hopkins School;
active in university, school and
charitable organizations.
Officers
Charles E. Executive Vice Executive Vice President of all N/A N/A
Childs, III President funds in the Aquilasm Group of
New York, NY since 2003 Funds and the Manager and the
(04/01/57) Manager's parent since 2003;
formerly Senior Vice President,
corporate development, Vice President,
Assistant Vice President and Associate
of the Manager's parent since 1987;
Senior Vice President, Vice President
or Assistant Vice President of the
Aquila Money-Market Funds, 1988-2003.
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 since 1995;
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 Senior Vice Senior Vice President and N/A N/A
Louisville, KY President Portfolio Manager, Churchill
(07/26/52) since 2003 and Tax-Free Fund of Kentucky since
Vice July 2000; Senior Vice President,
President, Tax-Free Fund For Utah since
2001-2003 2003, Vice President, 2001-2003
and co-portfolio manager since 2001;
Vice President and backup portfolio
manager, Tax-Free Trust of Arizona,
since 2004; Vice President and
Portfolio Manager, Banc One Investment
Advisors, Inc., 1994-2000.
Mary Kayleen Willis Vice President Vice President, Tax-Free Fund N/A N/A
Salt Lake City, UT since 2003 and For Utah since September 2003,
(06/11/63) Assistant Vice Assistant Vice President,
President, 2002-2003; Vice President,
2002-2003 Aquila Rocky Mountain Equity
Fund, since 2004; various
securities positions: Paine
Webber, Inc., Salt Lake City,
1999-2002, Dean Witter Reynolds,
Inc., Salt Lake City, 1996-1998.
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;
Senior Vice President, Tax-Free
Fund of Colorado since 2004;
Assistant Vice President,
Tax-Free Fund For Utah since
1993.
Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A
New York, NY (08/23/40) Compliance Fund, the Manager and the
Officer since Distributor since 2004,
2004 and Compliance Officer of the
Assistant Manager or its predecessor and
Secretary current parent since 1998 and
since 2000 Assistant Secretary of the
Aquilasm Group of Funds since
2000; Consultant, The Wadsworth
Group, 1995-1998.
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 Barrett & 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.
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
three Aquila Money-Market Funds since
1990; Vice President of the Manager or
its predecessor and current parent
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 or its predecessor and
current parent 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) Includes certain Aquila-sponsored funds that are dormant and have no public
shareholders.
(5) Ms. Herrmann is an interested person of the Fund as an officer of the Fund,
as a director, officer and shareholder of the Manager's corporate parent, as an
officer and Manager of the Manager, and as a shareholder and director of the
Distributor.
(6) In this material Pacific Capital Cash Assets 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"; 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
11 funds, which do not include the dormant funds described in footnote 4, are
called the "Aquilasm Group of Funds."
Securities Holdings of the Trustees
(as of 6/30/05)
Aggregate Dollar Range
of Ownership in funds Dollar Range of
in the Aquilasm Group Ownership in
of Funds Overseen by the Fund
Name of Trustee Trustee
Interested Trustee
Diana P. Herrmann B E
Non-interested Trustees
Gary C. Cornia C D
Lyle W. Hillyard C C
John C. Lucking C E
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, 2005
the Fund paid a total of $56,802 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 11 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
from all funds Number of
in the Aquilasm Boards on
Group of Funds which the
Compensation from Trustee now
Name the Fund serves
Gary C. Cornia $11,400 $50,725 4
Lyle W. Hillyard $7,350 $7,350 1
John C. Lucking $7,350 $35,075 3
Anne J. Mills $10,950 $56,600 4
Class A Shares may be purchased without a sales charge by the Fund's
Trustees and officers.
The Fund's Manager is a wholly-owned subsidiary of Aquila Management
Corporation ("AMC"), founder of each fund in the Aquilasm Group of Funds. As of
July 31, 2005 these funds had aggregate assets of approximately $4.3 billion, of
which approximately $2.5 billion consisted of assets of the tax-free municipal
bond funds. AMC's address is the same as that of the Manager. AMC is controlled
by Mr. Lacy B. Herrmann, through share ownership directly, through two trusts
and by his wife. During the fiscal year ended June 30, 2005, the Fund incurred
management fees of $720,074, of which $585,160 was waived.
During the fiscal year ended June 30, 2005, $217,992 was paid under
Part I of the Fund's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $4,043 was retained by the Distributor. With
respect to Class C Shares, during the same period $181,798 was paid under Part
II of the Plan and $60,599 was paid under the Shareholder Services Plan. Of
these total payments of $242,397, the Distributor retained $42,707. All of such
payments were for compensation.
The Distributor currently handles the distribution of the shares of the
funds in the Aquilasm Group of 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
and former employees of Aquila Investment Management LLC.
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, Lyle W. Hillyard, John C. Lucking and Anne J.
Mills. The Committee (i) selects the Fund's independent registered public
accounting firm; (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 the independent registered public
accounting firm 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.
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 Fund's policy is that all Trustees who can do so attend the Annual
Meeting.
The Fund has a Nominating Committee, consisting of all of the
Independent Trustees. The Nominating Committee held no meetings during the last
fiscal year. The committee will consider nominees recommended by the
shareholders who may send recommendations to the committee in care of the
Manager at 380 Madison Avenue, New York, NY 10017. The charter of the Nominating
Committee is available on the Fund's website at www.aquilafunds.com.
Since the beginning of the Fund's most recently completed fiscal year,
no Trustee purchased or sold more than 1% of the outstanding shares of any class
of shares of the Manager.
Vote Required
To be elected, each nominee must receive the affirmative votes of a
majority of the shares present.
Information About Independent
Registered Public
Accounting Firms
Tait, Weller & Baker ("TWB") has been preliminarily selected as the
Fund's independent registered public accounting firm for the fiscal year ending
June 30, 2006 by the Fund's Audit Committee, after requesting from the
Administrator and receiving the results of interviews and evaluations of a
number of possible firms. The selection has been preliminarily ratified by the
Board of Trustees, including a majority of the Independent Trustees. TWB has
concentrated its accounting practice primarily in the mutual fund industry for
more than 40 years and is one of the industry's largest providers. It is
anticipated that immediately prior to the Annual Meeting of Shareholders,
selection of TBW by the Audit Committee and ratification by the Board of
Trustees will be formally confirmed at meetings attended in person by members of
the Audit Committee and Board, respectively.
KPMG LLP ("KPMG") has served as the Fund's independent registered
public accounting firm for all of the Fund's fiscal years from its inception
through its fiscal year ended June 30, 2005. Throughout that period, KPMG's
reports on the Fund's financial statements, including those for the Fund's two
most recent fiscal years, contained no adverse opinion or disclaimer of opinion.
No reports were qualified or modified as to uncertainty, audit scope, or
accounting principles. Since inception and including the last two fiscal years
and the subsequent period through the date of this proxy statement, there have
been no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, and
there were no reportable events of the kinds required to be disclosed under
regulations applicable to proxy statements.
The following table represents fees for professional audit services
rendered by KPMG for the audit of the Fund's annual financial statements for the
fiscal years ended June 30, 2004 and 2005, and fees billed for other services
rendered by KPMG.
2004 2005
Audit Fees $15,450 $17,000
Audit related fees 0 0
------- ------
Audit and audit related fees 15,450 17,000
Tax fees (1) 7,300 7,755
All other fees 0 0
------ ------
Total $22,750 $24,755
====== ======
(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.
All audit and non-audit services performed by KPMG on behalf of the
Fund or non-audit services performed on behalf of affiliated entities within the
investment company complex where such engagement relates directly to the
operations and financial reporting of the Fund are pre-approved by the Audit
Committee. Services to be considered between meetings of the Committee are
pre-approved by a selected member of the Committee in accordance with applicable
regulations and subject to additional procedures established by the Committee.
The Audit Committee has reviewed all services performed and fees
charged by KPMG and has accepted its representation that it is independent. The
Audit Committee has reviewed all services to be performed and fees to be charged
by TWB and in recommending appointment of TWB for the fiscal year ending June
30, 2006 has accepted its representation that it is independent.
It is expected that representatives of neither firm will be present at
the meeting but representatives of each firm 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.
Important Notice
Please Read Immediately
Tax-Free Fund For Utah
Notice of Annual Meeting of Shareholders
to be held on September 24, 2005
PROXY STATEMENT
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. 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. 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 24, 2005
Proxy Solicited on Behalf of the Board of Trustees
The shareholder(s) of Tax-Free Fund For Utah (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 Saturday, September 24, 2005 at the at
Little America Hotel, 500 South Main Street, Salt Lake City, Utah; at 8:30 a.m.
Mountain Daylight 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: --------------------, 2005
- ---------------------------------
Signature(s) (SIGN IN 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>
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) Gary C. Cornia 02) Diana P. Herrmann* 03) Lyle W. Hillyard 04) John C.
Lucking 05) Anne J. Mills
*interested Trustee
--
[ ] 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 above.
[bolded in printed form]
Management recommends a vote FOR all nominees listed above. The shares
represented hereby will be voted as indicated at right or FOR if no choice is
indicated.
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 the box and write them on the
front where indicated.
[ ]
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.