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 Meeting of
Shareholders to Be Held
on June 22, 2007
To Shareholders of the Fund:
The purpose of this Notice is to advise you that a Meeting of the Shareholders
of Tax-Free Fund For Utah (the "Fund") willbe held:
Place: (a) at the Little America Hotel
500 South Main Street
Salt Lake City, Utah;
Time: (b) on Friday, June 22, 2007
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 act upon any other matters which may properly come
before the Meeting at the scheduled time and place or any
adjourned meeting or meetings.
Who Can
Vote What
Shares: (d) To vote at the Meeting, you must have been a shareholder on the
Fund's records at the close of business on March 26, 2007 (the
"record date"). Also, the number of shares of each of the
Fund's outstanding classes of shares that you held at that
time and the respective net asset values of each class of
shares at that time determine the number of votes you may cast
at the Meeting (or any adjourned meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
May 18, 2007
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 a 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 May 18,
2007.
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) 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 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, $10.15;
Class C Shares, $10.15; and Class Y Shares, $10.18. 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, 14,754,938; Class C Shares, 3,139,174;
and Class Y Shares, 4,581,696.
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
Institutional 5% shareholders
Merrill Lynch Pierce 601,740 Class C Shares 19.17%
Fenner & Smith 959,735 Class Y Shares 20.95%
4800 Deer Lake Dr.
Jacksonville, FL 32246
Zions First National Bank 496,281 Class Y Shares 10.83%
P.O. Box 30880
Salt Lake City, UT 84130
SEI Private Trust Company 1,148,552 Class Y Shares 25.07%
One Freedom Valley Drive
Oaks, PA 19456
Additional 5% Shareholders
The Fund's management is not aware of any other person beneficially owning more
than 5% of any class of its outstanding shares as of such date.
Election of Trustees
(Proposal No. 1)
At the Meeting, seven Trustees are to be elected. Each Trustee elected will
serve until the next annual meeting or until his or her successor is duly
elected. The nominees selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can vote your shares in the
election of Trustees.
The following material includes 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 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 ICI Mutual Insurance
New York, NY 1997 and Officer of Aquila Management Company
(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; 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 - present;
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 Management
2006 and CFO, Ottawa University, since
2006, Vice President for Business
Affairs, 1992-2001; IBM
Corporation, 1965-1991; currently
active with various charitable
educational and religious
organizations.
Tucker Hart Adams Trustee since President, The Adams Group, Inc., 3 Director, Colorado Health
Colorado Springs, CO 2006 an economic consulting firm, Facilities Authority
(01/11/38) since 1989; formerly Chief
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; currently serves as
Co-Chair, Joint Executive
Appropriations.
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 and 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, Chairman organization and parent of the
of the Board Manager or Administrator and/or
of Trustees, Adviser or Sub-Adviser to each
1992-2005 fund of the Aquila Group of
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
(06/18/44) since 1997 Principal since 1993, Senior
Vice President, 1997-1998 and
Vice President, 1993-1997;
Senior Vice President, Aquila
Three Peaks High Income Fund,
Aquila Rocky Mountain Equity
Fund and five Aquila Municipal
Bond Funds; 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) 1997 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.
Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A
New York, NY (08/23/40) Compliance Fund and each of the other funds
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 and then shareholder of N/A N/A
New York, NY since 1992 legal counsel to the Fund,
(12/16/39) Hollyer Brady Barrett & Hines
LLP since 1989 and thereafter
its successor, Butzel Long,
since 2007; 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. Ms. Herrmann is the daughter of Lacy B. Herrmann, the Founder and
Chairman Emeritus of the Fund.
(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 12/31/06)
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 C
Thomas A. Christopher C E
Gary C. Cornia C E
Lyle W. Hillyard C C
John C. Lucking C C
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, 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.
Number of
Compensation Boards on
from all funds which the
Compensation from in the Aquila Trustee
Name the Fund Group of Fundssm now serves
Tucker Hart Adams $1,000 $43,500 3
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
April 30, 2007 these funds had aggregate assets of approximately $4.9 billion,
of which approximately $2.3 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 Tucker Hart Adams, 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 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 meetings of committees of which such Trustee was a member.
The Fund's policy is that all Trustees who can do so attend the Annual
Meeting. At the last Annual Meeting all of the Trustees were present.
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. Recommendations of nominees
from shareholders are not treated differently than proposals from other sources.
The charter of the Nominating Committee is available on the Fund's website at
www.aquilafunds.com.
Shareholder communications intended for the Board of Trustees (or one or
more specified Trustees) may be sent to them in care of the Manager at the above
address.
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 Firm
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 was
approved by the shareholders in September 2006.
KPMG LLP ("KPMG") had 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 contained no adverse opinion or disclaimer of
opinion. No reports were qualified or modified as to uncertainty, audit scope,
or accounting principles. From inception and including the fiscal year ended
June 30, 2005, there were 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 change of
accountants was approved by the Fund's Audit Committee and ratified by the Board
of Trustees.
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 December 31, 2006 and those of KPMG for the audit of the
Fund's annual financial statements for the fiscal year ended December 31, 2005,
and fees billed for other services rendered by TWB and KPMG.
2006 2005
Audit Fees $14,000 $17,000
Audit related fees 0 0
Audit and audit related fees 14,000 17,000
Tax fees (1) 3,000 7,755
All other fees 0 0
Total $17,000 $24,755
(1) 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 reviewed all services performed and fees charged by TWB
and accepted TWB's representation that it is independent when it recommended
re-appointment of TWB 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.
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 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. It is
anticipated that the next annual meeting will take place in June 2008.
Accordingly, a shareholder proposal intended to be presented at the Fund's 2008
annual meeting must be received by the Fund by January 17, 2008 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 April 1, 2008.
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 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.
Important Notice
Please Read Immediately
Tax-Free Fund For Utah
Notice of Meeting of Shareholders
to be held on June 22, 2007
PROXY STATEMENT
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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.
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.
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.
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. 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.
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 meeting in Salt Lake City. [__] [__]
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Aquila Group of Fundssm
Tax-Free Fund For Utah
Proxy for Shareholder Meeting - June 22, 2007
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 does/do 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
Meeting of Shareholders of the Fund to be held on Friday, June 22, 2007 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.
Meeting Attendance - You are encouraged to attend the 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.