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 Aquila
Please Read Immediately Group of Fundssm
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 22, 2006
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 Friday, September 22, 2006
at 8:30 a.m. Mountain Daylight Time;
Purposes: (c) for the following purposes:
(i) to elect seven Trustees; each Trustee
elected will hold office until the next
annual meeting of the Fund's shareholders
or until his or her successor is duly
elected (Proposal No. 1);
(ii) to ratify (that is, to approve) or reject the selection of
Tait, Weller & Baker LLP as the Fund's independent registered
public accounting firm for the fiscal year ending June 30, 2007
(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 26, 2006 (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 11, 2006
Please Note:
If you do not expect to attend the Meeting, please vote by any of three ways: by
the Internet, by telephone 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 11, 2006.
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) 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.
(3) 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.
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, $9.85; Class C Shares, $9.85; and Class Y Shares, $9.88. The meeting
is expected to act only upon matters that affect the Fund as a whole: the
election of Trustees and the selection of an independent registered public
accounting firm. 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, 14,429,449; Class C Shares,
3,423,395; and Class Y Shares, 4,018,941.
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 657,665 Class C Shares 19.21%
Fenner & Smith 728,660 Class Y Shares 18.13%
4800 Deer Lake Dr.
Jacksonville, FL 32246
Zions First National Bank 484,453 Class Y Shares 12.05%
P.O. Box 30880
Salt Lake City, UT 84130
SEI Private Trust Company 1,320,808 Class Y Shares 32.86%
One Freedom Valley Drive
Oaks, PA 19456
The Fund's management is not aware of any other person beneficially owning more
than 5% of any class of its outstanding shares as of such date.
Election of Trustees
(Proposal No. 1)
At the Meeting, seven Trustees are to be elected. Each Trustee elected
will serve until the next annual meeting or until his or her successor is duly
elected. The nominees selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can vote your shares in the
election of Trustees.
The following material includes 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 2005, except for Mr.
Christopher, whom the Board elected as Trustee to fill a vacancy and Ms. Adams,
who has served as a consultant to the Fund since July, 2006. 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 (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(4)
Diana P. Herrmann Trustee since Vice Chair and Chief Executive 12 None
New York, NY 1997 and Officer of Aquila Management
(02/25/58) President Corporation, Founder of the
since 1998 Aquila Group of Fundssm (5) 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; Chair,
Vice Chair, President, Executive
Vice President or Senior Vice
President of funds in the Aquila
Group of Fundssm 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 and
head of its Small Funds
Committee since 2004; Director
of ICI Mutual Insurance Company
since 2006; 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.
Anne J. Mills Trustee since President, Loring Consulting 4 None
Castle Rock, CO 1994 and Vice Company since 2001; Vice
(12/23/38) Chair since President for Business Affairs,
2006 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.
Tucker Hart Adams Nominee and President, The Adams Group, Inc., 2 Director, Colorado Health
Colorado Springs, Consultant an economic consulting firm, Facilities Authority and
CO since 1989; formerly Chief Mortgage Analysis Computer Corp.
(01/11/38) Economist, United Banks of
Colorado; currently or formerly
active with numerous professional
and community organizations.
Thomas A. Trustee since Vice President of Robinson, 3 None
Christopher 2006 Hughes & Christopher, C.P.A.s,
Danville, KY P.S.C., since 1977; President, A
(12/19/47) Good Place for Fun, Inc., a
sports facility, since 1987;
currently or formerly active
with various professional and
community organizations.
Lyle W. Hillyard Trustee since President of the law firm of 2 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 serves on the
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.
Other Individuals
Chairman Emeritus(6)
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 Aquila Group of
1992-2005 Fundssm; Chairman of the Manager
or Administrator and/or Adviser or
Sub-Adviser to each since 2004;
Founder and Chairman Emeritus of
each fund in the Aquila Group of
Fundssm; previously Chairman and a
Trustee of each fund in the Aquila
Group of Fundssm 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 Aquila Group of
New York, NY since 2003 Fundssm 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 President since 1998, Registered Principal
(06/18/44) 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 Municipal 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.
Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A
New York, NY Compliance Fund and each of the other funds
(08/23/40) Officer since in the Aquila Group of Fundssm,
2004 and the Manager and the Distributor
Assistant since 2004, Compliance Officer
Secretary of the Manager or its
since 2000 predecessor and current parent
1998-2004; Assistant Secretary
of the Aquila Group of Fundssm
since 2000.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquila Group of Fundssm since
(11/06/56) Officer since 2003 and Treasurer since 2000.
2003 and
Treasurer
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 Aquila Group of Fundssm.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY Secretary Aquila Group of Fundssm since
(12/17/39) 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 Aquila Group of Fundssm since
(11/02/66) 2000 2000; Assistant Vice President
of the Manager or its
predecessor and current parent
since 1998; Fund Accountant for
the Aquila Group of Fundssm,
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) 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.
(5) 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 Municipal Bond
Funds"; Aquila Rocky Mountain Equity Fund is an equity fund; Aquila Three Peaks
High Income Fund is a high income corporate bond fund; considered together,
these 12 funds are called the "Aquila Group of Fundssm."
(6) The Chairman Emeritus may attend Board meetings but has no voting power.
Securities Holdings of the Nominees
(as of 6/30/06)
Aggregate Dollar Range
Dollar Range of of Ownership in funds
Ownership in in the Aquila Group of
Name of Trustee the Fund(1) Fundssm (1)
- --------------- -------- -------------------
Interested Trustee
Diana P. Herrmann C E
Non-interested Trustees
Tucker Hart Adams B(2) C(2)
Thomas A. Christopher C D
Gary C. Cornia C E
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
(2) As of August 4, 2006.
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, 2006
the Fund paid a total of $119,751 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 twelve funds in the Aquila Group of Fundssm,
which consist of three money-market funds, seven tax-free municipal bond funds,
a high-income corporate bond fund 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 Aquila Group of Fundssm during the Fund's fiscal
year. None of such nominees has any pension or retirement benefits from the Fund
or any of the other funds in the Aquila Group of Fundssm.
Compensation Number of
from all funds Boards on
in the Aquila which the
Compensation from Group of Fundssm Trustee now
Name the Fund serves
Tucker Hart Adams $1,000 $43,500 2
Thomas A. Christopher $1,000 $46,500 3
Gary C. Cornia $25,500 $82,000 4
Lyle W. Hillyard $17,000 $19,000 2
John C. Lucking $16,500 $53,750 3
Anne J. Mills $19,000 $88,500 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 Aquila Group of Fundssm. As of
July 31, 2006 these funds had aggregate assets of approximately $4.3 billion, of
which approximately $2.4 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, 2006, the Fund incurred
management fees of $998,167, of which $625,501 was waived.
During the fiscal year ended June 30, 2006, $272,953 was paid under
Part I of the Fund's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $4,277 was retained by the Distributor. With
respect to Class C Shares, during the same period $235,067 was paid under Part
II of the Plan and $78,356 was paid under the Shareholder Services Plan. Of
these total payments of $313,423, the Distributor received $56,018. All of such
payments were for compensation.
The Distributor currently handles the distribution of the shares of the
funds in the Aquila Group of Fundssm, 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 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 Investment Company Act of 1940. The
members of the Audit Committee are Thomas A. Christopher, 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 (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 the independent registered public
accounting firm is also ratified by the Board of Trustees. The Audit Committee
held three meetings during the Fund's last fiscal year. The Board of Trustees
has amended the 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 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
non-"interested" Trustees. The Nominating Committee held one meeting 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.
Ratification or Rejection
of Selection of
Independent Registered Public Accounting Firm
(Proposal No. 2)
Tait, Weller & Baker LLP ("TWB"), which is currently serving as the
Fund's independent registered public accounting firm, has been selected by the
Fund's Audit Committee and ratified by the Board of Trustees, including a
majority of the non-"interested" Trustees, as the Fund's independent registered
public accounting firm for the fiscal year ending June 30, 2007. Such selection
is submitted to the shareholders for ratification or rejection.
The following table represents fees for professional audit services
rendered by TWB for the audit of the Fund's annual financial statements for the
fiscal year ended June 30, 2006, and fees billed for other services rendered by
TWB.
2006 2005(1)
Audit Fees $14,000 $17,000
Audit related fees 0 0
------ ------
Audit and audit related fees 14,000 17,000
Tax fees (2) 3,000 7,755
All other fees 0 0
------ ------
Total $17,000 $24,755
====== ======
(1) Represents fees for professional audit services rendered by KPMG LLP
("KPMG") for the audit of the Fund's annual financial statements for the fiscal
year ended June 30, 2005, and fees billed for other services rendered by KPMG.
KPMG served as the Fund's independent registered public accounting firm through
the completion of the 2005 audit.
(2) Tax fees consisted of fees for tax consultation and tax compliance services.
TWB 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 TWB 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 TWB and has accepted TWB's representation that it is independent in
recommending re-appointment of it for the fiscal year ending June 30, 2007.
TWB has no direct or indirect financial interest in the Fund or the
Manager. It is expected that representatives of TWB will not be present at the
meeting but will be available should any matter arise requiring their presence.
Vote Required
Approval requires the affirmative votes of a majority of the shares
present.
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 of this Proxy Statement.
Accordingly, a shareholder proposal intended to be presented at the Fund's 2007
annual meeting must be received by the Fund by May 14, 2007 in order to be
included in the Fund's proxy material relating to that meeting. 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.
A shareholder wishing to provide notice of a proposal in the manner
prescribed by Rule 14a-4 (c)(1) under the Securities Exchange Act of 1934 must
submit written notice of the proposal to the Fund by July 27, 2007.
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, Internet or telephone or
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 the Internet or telephone, you give the proxy holders discretionary
authority as to any such matter or matters.
APPENDIX
TAX-FREE FUND FOR UTAH
AUDIT COMMITTEE CHARTER
September 24, 2005
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
(c) to act as a liaison between the Fund's independent auditors and the full
Board of Trustees.
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 and such other functions as deemed appropriate by the Audit
Committee.
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
(a) to select, retain or terminate the 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 and approve the audit plan, detailing the
arrangements for and scope of the annual audit, any special audits and any
other services deemed appropriate; (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 and approve the fees charged by the auditors for audit and
non-audit services;
(e) to investigate improprieties or suspected improprieties in Fund financial
operations;
(f) to establish a complaint mechanism about accounting, internal accounting
controls or auditing matters, including a procedure to receive
confidential, anonymous submissions regarding questionable accounting and
audit matters;
(g) to establish procedures if it believes appropriate for delegation of
pre-approvals of services by auditors to a member or members of the
Committee; and
(h) 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 regularly 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 22, 2006
PROXY STATEMENT
TAX-FREE FUND FOR UTAH
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET VOTING
www.proxyvote.com/aquila
To vote your shares by the Internet, contact the Fund at
www.proxyvote.com/aquila. Follow the simple instructions at the website, using
this proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
TELEPHONE VOTING
1-877-587-0761
To vote your shares by telephone, call toll-free 1-877-587-0761. 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.
VOTE BY MAIL
You can vote your shares by completing and returning this proxy card. Please
mark this 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:
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Tax-Free Fund For Utah
1. Election of Trustees Nominees:
01) Gary C. Cornia 02) Tucker Hart Adams 03) Thomas A. Christopher 04) Diana P.
Herrmann* 05) Lyle W. Hillyard 06) John C. Lucking 07) 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 below.
- --------------------
[sentences 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 at right
or FOR if no choice is indicated.
2. Action on selection of Tait, Weller & Baker LLP as independent registered
public accounting firm. (Proposal No.2 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their best
judgment.
For address changes and/or comments, please check this box and write them on
the back where indicated. _
[_]
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.
- ----------------------------------------- ----
Signature(s) (PLEASE SIGN WITHIN THE BOX) Date
Yes No
-- --
I plan to attend the annual meeting in Salt Lake City. [--] [--]
<page>
Aquila Group of Fundssm
Tax-Free Fund For Utah
Proxy for Shareholder Meeting - September 22, 2006
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) on the reverse do/does hereby appoint DIANA P. HERRMANN,
CHARLES E. CHILDS, III 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 22,
2006 at the 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 on the reverse.
Please read the proxy statement prior to voting.
Annual Meeting Attendance - You are encouraged to attend the Annual Meeting of
Shareholders. If you can attend, 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 the reverse side.)
THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED ON THE REVERSE SIDE.