IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
[LOGO]
Aquilasm
Group of Funds
TAX-FREE FUND FOR UTAH
380 Madison Avenue, Suite 2300, New York, N Y 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
ON OCTOBER 22, 1999
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 Little America Hotel
500 South Main Street
Salt Lake City, Utah
Time: (b) on October 22, 1999
at 9:30 a.m. local time;
Purposes: (c) for the following purposes:
(i) to elect six Trustees; each Trustee elected
will hold office until the next annual meeting of
the Fund's shareholders or until his or her
successor is duly elected;
(ii) to ratify (that is, to approve) or reject the
selection of KPMG LLP as the Fund's independent
auditors for the fiscal year ending June 30, 2000
(Proposal No. 1); and
PLEASE NOTE:
If you do not expect to attend the Meeting, please indicate
voting instructions in any of three ways: by telephone, by e-mail
or by completing the enclosed proxy 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.
(iii) to act upon any other matters which may
properly come before the Meeting at the scheduled
time and place or any adjourned meeting or
meetings.
Who Can
Vote What
Shares: (d) To vote at the Meeting, you must have been a
shareholder on the Fund's records at the close of
business on July 26, 1999 (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 30, 1999
TAX-FREE FUND FOR UTAH
380 Madison Avenue, Suite 2300, New York, New York 10017
PROXY STATEMENT
INTRODUCTION
The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Tax-Free Fund For Utah (the
"Fund"). The purpose of this Proxy Statement (all the rest of
this document) is to give you information on which you may base
your decisions as to the choices, if any, you make in voting.
A copy of the Fund's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Fund's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-882-4937 toll-free or 212-697-6666.
The Fund's organizer and Manager (the "Manager") is Aquila
Management Corporation, 380 Madison Avenue, Suite 2300, New York,
NY 10017. The Fund's principal underwriter (the "Distributor") is
Aquila Distributors, Inc., 380 Madison Avenue, Suite 2300, New
York, NY 10017. The Fund's Sub-Adviser is Zions First National
Bank, One South Main Street, Salt Lake City, Utah 84111. On June
7, 1999 the Zions Bancorp, parent corporation of the Fund's Sub-
Adviser, announced that it would merge with First Security
Corporation in a transaction expected to take place in the 4th
quarter of 1999. The transaction is subject to regulatory
approval.
This Notice and Proxy Statement are first being mailed on or
about August 30, 1999.
You can vote in three ways:
Proxy Ballot
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 that 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 any box
on the proposal, the proxy holders will vote your shares for the
proposal.
Telephone Voting
You can vote your shares by telephone. You should first read
the Proxy Statement. To vote, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on the
enclosed proxy card. Follow the recorded instruction using your
proxy card as a guide. If you vote by phone, do not return the
proxy card by mail.
Internet Voting
You can vote your shares by the internet. You should first
read the Proxy Statement. To vote, contact the Fund at
http://www.proxyvote.com. You will be prompted to enter the 12-
digit control number on the enclosed proxy card. Follow the
instructions on the screen, using your proxy card as a guide. If
you vote by the internet, do not return the proxy card by mail.
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 above or contacting the Fund's internet address
above, entering your 12-digit control number and revoking your
previous vote.
Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum or voted on any matter.
The Fund is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxies to be
used at the Annual Meeting to be held at the time and place and
for the purposes indicated in the Notice or any adjourned meeting
or meetings. 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, $9.91; Class C Shares,
$9.91; and Class Y Shares, $9.92. The meeting is expected to act
only upon matters that affect the Fund as a whole: the election
of Trustees and the action on the selection of auditors (Proposal
No. 1). On matters that affect the Fund as a whole, all
shareholders of the Fund, including the shareholders of all
classes 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,
4,818,641; Class C Shares, 168,609; and Class Y Shares, 463,749.
Of the shares of the Fund outstanding on the record date
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Dr.,
Jacksonville, FL held of record 621,406 Class A Shares (12.9% of
the class) and 53,602 Class C Shares (31.8% of the class); BCH
Securities Inc., 2005 Market Street, Philadelphia, PA held of
record 482,666 Class A Shares (10.0% of the class); Zions First
National Bank, P.O. Box 30880, Salt Lake City, UT held of record
1,279,979 Class A Shares in 2 accounts (26.1% of the class);
Donaldson Lufkin Jenrette Securities Corporation, Inc., P.O. Box
2052, Jersey City, NJ held of record 42,516 Class C Shares in 3
accounts (25.2% of the class); and Smith & Co, a nominee for
First Security Bank of Utah held of record 451,494 Class Y Shares
(97.4% of the class). The Fund's management is not aware of any
other person who beneficially owned 5% or more of its outstanding
shares on such date. On the basis of information received from
the record owners listed above, the Fund's management believes
that all of the shares indicated are held for the benefit of
clients.
ELECTION OF TRUSTEES
At the Meeting, six Trustees are to be elected. 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.
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
instruct the proxy holders as to the voting of your shares as to
the election of Trustees.
The Trustees and officers of the Fund , their ages, their
affiliations, if any, with the Manager or the Distributor and
their principal occupations during at least the past five years
are set forth below. None of the Trustees or officers of the Fund
is affiliated with the Sub-Adviser. Mr. Herrmann is an interested
person of the Fund as that term is defined in the Investment
Company Act of 1940 (the "1940 Act") as an officer of the Fund
and a director, officer and shareholder of the Manager and the
Distributor. Ms. Herrmann is an interested person of the Fund as
an officer of the Fund and of the Manager and as a shareholder of
the Distributor. Each is also an interested person as a member of
the immediate family of the other. They are so designated by an
asterisk.
In the following material Pacific Capital Cash Assets Trust,
Churchill Cash Reserves 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 together
with Capital Cash Management Trust ("CCMT") 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 (this Fund), each of
which is a tax-free municipal bond fund, are called the "Aquila
Bond Funds"; and Aquila Cascadia Equity Fund and Aquila Rocky
Mountain Equity Fund are called the "Aquila Equity Funds."
Described in the following material are the name, positions
with the Fund, age as of the record date and business experience
during at least the past five years (other than with the Fund) of
each nominee and all officers of the Fund. All shares listed as
owned by the Trustees are Class A Shares unless indicated
otherwise.
Lacy B. Herrmann* Chairman Founder and Chairman of
380 Madison Avenue of the the Board of Aquila
New York, New York Board of Management Corporation,
10017, Trustees the sponsoring
Age: 70 organization and Manager or
Shares owned: 552 (1) Administrator and/or Adviser
or Sub-Adviser to the Aquila
Money Market Funds, the Aquila
Bond Funds and the Aquila
Equity Funds, and Founder,
Chairman of the Board of
Trustees and (currently or
until 1998) President of each
since its establishment,
beginning in 1984; Vice
President and Director, and
formerly Secretary, of Aquila
Distributors, Inc.,
distributor of the above
funds, since 1981; President
and a Director of STCM
Management Company, Inc.,
sponsor and sub-adviser to
CCMT; Founder and Chairman of
several other money market
funds; Director or Trustee of
OCC Cash Reserves, Inc. and
Quest For Value Accumulation
Trust, and Director or Trustee
of Oppenheimer Quest Value
Fund, Inc., Oppenheimer Quest
Global Value Fund, Inc. and
Oppenheimer Rochester Group of
Funds, each of which is an
open-end investment company;
Trustee of Brown University,
1990-1996 and currently
Trustee Emeritus; actively
involved for many years in
leadership roles with
university, school and
charitable organizations.
(1) Held of record by the Manager
Diana P. Herrmann* Trustee President and Chief
380 Madison Avenue President Operating Officer of the
New York, New York Manager/Administrator
10017 since 1997, a Director
Age: 41 since 1984, Secretary
Shares Owned: 219 since 1986 and previously its
Executive Vice President,
Senior Vice President or Vice
President, 1986-1997;
President of various Aquila
Bond and Money-Market Funds
since 1998; Assistant Vice
President, Vice President,
Senior Vice President or
Executive Vice President of
Aquila Money-Market, Bond and
Equity Funds since 1986;
Trustee of a number of Aquila
Money-Market, Bond and Equity
Funds since 1995; Trustee of
Reserve Money-Market Funds
since 1999 and Reserve Private
Equity Series since 1998;
Assistant Vice President and
formerly Loan Officer of
European American Bank, 1981-
1986; daughter of the Fund's
Chairman; Trustee of the
Leopold Schepp Foundation
(academic scholarships) since
1995; actively involved in
mutual fund and trade
associations and in college
and other volunteer
organizations.
Gary C. Cornia Trustee Professor and Associate
577 East 1090 North Dean of the Marriott
Orem, Utah 84057 School of Management,
Age: 51 Brigham Young
Shares Owned: 133.2 (2) University, since 1991;
Associate Professor, 1985-
1991; Assistant Professor,
1980-1985; Commissioner of the
Utah Tax Commission, 1983-
1986; Director of the National
Tax Association, 1990-1993;
Chair of the Governor's Tax
Review Committee since 1993;
Faculty Associate of the Land
Reform Training Institute,
Taipei, Taiwan and The Lincoln
Institute of Land Policy,
Cambridge, Massachusetts.
(2) Held of record by his wife.
William L. Ensign Trustee Planning and
2928 Cortland Place N.W. Architectural
Washington, D.C. 20008 Consultant; Acting
Age: 70 Architect of the United
Shares Owned: 658 States Capital 1995-1997;
Assistant Architect of the
United States Capital 1980-
1995; previously President and
CEO, McLeod Ferrara Ensign, an
international planning and
design firm based in
Washington DC; Fellow and
former Director of the
American Institute of
Architects; District of
Columbia Zoning Commissioner
1989-1997; member, U.S.
Capitol Police Board 1995-
1997, National Advisory
Council on Historic
Preservation 1989-1997,
National Capital Memorial
Commission 1989-1997; Acting
Director of the U.S. Botanic
Garden 1995-1997; Trustee,
National Building Museum 1995-
1997; Trustee of Tax-Free
Trust of Arizona since 1986
and of Tax-Free Fund For Utah
since 1991; Trustee of Oxford
Cash Management Fund, 1983-
1989.
Anne J. Mills Trustee Vice President for
167 Glengarry Place Business Affairs of
Castle Pines Village Ottawa University since
Castle Rock, Colorado 1992; Director of
80104 Customer Fulfillment,
Age: 60 U.S. Marketing and
Shares Owned: 1,354 Services Group,IBM
Corporation, 1990-1991;
Director of Business
Requirements of that Group,
1988-1990; Director of Phase
Management of that Group,
1985-1988; Budget Review
Officer of the American
Baptist Churches/USA, 1994-
1997; Director of the American
Baptist Foundation 1985-1986
and since 1998; Trustee of
Brown University; Trustee of
Churchill Cash Reserves Trust
since 1985, of Tax-Free Trust
of Arizona since 1986, of
Churchill Tax-Free Fund of
Kentucky, Tax-Free Fund of
Colorado and Capital Cash
Management Trust since 1987
and of Tax-Free Fund For Utah
since 1994.
R. Thayne Robson Trustee Director of the Bureau of
3548 Westwood Drive, Economic and Business
Salt Lake City, Utah 84109 Research,Professor of
84109 Management, and
Age: 70 Research Professor of Economics
Shares Owned: 136 at the University of Utah
since 1978; Trustee of Tax-
Free Fund for Utah since 1992
and of Aquila Rocky Mountain
Equity Fund since 1993;
Director of the Alliance of
Universities for Democracy
since 1990; Trustee of the
Salt Lake Convention and
Visitors Bureau since 1984;
Member of Utah Governor's
Economic Coordinating
Committee since 1982; Member
of the Association for
University Business and
Economic Research since 1985;
Director of ARUP (a medical
test laboratory) since 1988;
Director of Western Mortgage
since 1989; Director of the
Utah Economic Development
Corporation since 1985;
Director of the Salt Lake
Downtown Alliance since 1991;
Trustee of Crossroads Research
Institute since 1986.
Jerry G. McGrew Senior Vice President of Aquila
5331 Fayette Street President Distributors, Inc. since
Houston, TX 77056 1998, Registered
Age: 55 Principal since 1993, Senior
Vice President, 1997-1998 and
Vice President, 1993-1997;
Senior Vice President of
Aquila Rocky Mountain Equity
Fund since 1996; Senior Vice
President of Churchill Tax-
Free Fund of Kentucky since
1994, and of Tax-Free Fund of
Colorado and Tax-Free Fund For
Utah since 1997; Vice
President of Churchill Cash
Reserves Trust since 1995;
Registered Representative of
J.J.B. Hilliard, W.L. Lyons
Inc., 1983-1987; Account
Manager with IBM Corporation,
1967-1981; Gubernatorial
appointee, Kentucky Financial
Institutions Board, 1993-1997;
Chairman, Total Quality
Management for Small Business,
1990-1994; President of
Elizabethtown/Hardin County,
Kentucky, Chamber of Commerce,
1989-1991; President of
Elizabethtown Country Club,
1983-1985; Director-at Large,
Houston Alliance for the
Mentally Ill (AMI), since
1998.
Kimball L. Young Senior Senior Vice President of
2049 Herbert Avenue Vice Co-Founder of Lewis
Salt Lake City President Young Robertson & 84108
Utah Burningham,Inc., an NASD
Age: 52 licensed broker dealer
providing public finance
services to Utah local
governments 1995-present.
Senior Vice President of Tax-
Free Trust of Arizona and Tax-
Free Fund For Utah. Formerly
Senior Vice President-Public
Finance, Kemper Securities
Inc., Salt Lake City, Utah,
1979-1984.
Stephen J. Caridi Assistant Vice President of the
380 Madison Avenue Vice Distributor since 1995,
New York 10017 President Assistant Vice President,
Age: 38 1988-1995, Marketing
Associate, 1986-1988; Vice
President of Hawaiian Tax-Free
Trust since 1998; Senior Vice
President of Narragansett
Insured Tax-Free Income Fund
since 1998, Vice President
since 1996; Assistant Vice
President of Tax-Free Fund For
Utah since 1993; Mutual Funds
Coordinator of Prudential
Bache Securities, 1984-1986;
Account Representative of
Astoria Federal Savings and
Loan Association, 1979-1984.
Rose F. Marotta Chief Chief Financial Officer
380 Madison Avenue Financial of the Aquila Money-
New York, New York Officer Market, Bond and Equity
10017 Funds since 1991 and
Age: 75 Treasurer, 1981-1991; formerly
Treasurer of the predecessor
of CCMT; Treasurer and
Director of STCM Management
Company, Inc., since 1974;
Treasurer of Trinity Liquid
Assets Trust, 1982-1986 and of
Oxford Cash Management Fund,
1982-1988; Treasurer of InCap
Management Corporation since
1982, of the Manager since
1984 and of the Distributor
since 1985.
Richard F. West Treasurer Treasurer of the Aquila
380 Madison Avenue Money-Market, Bond
New York, New York 10017 and Equity Funds and
Age: 63 of Aquila Distributors,
Inc. since 1992; Associate
Director of Furman Selz
Incorporated, 1991-1992;
Vice President of Scudder,
Stevens & Clark, Inc. and
Treasurer of Scudder
Institutional Funds, 1989-
1991; Vice President of Lazard
Freres Institutional Funds
Group, Treasurer of Lazard
Freres Group of Investment
Companies and HT Insight
Funds, Inc., 1986-1988; Vice
President of Lehman Management
Co., Inc. and Assistant
Treasurer of Lehman Money
Market Funds, 1981-1985;
Controller of Seligman Group
of Investment Companies, 1960-
1980.
Edward M. W. Hines Secretary Partner of Hollyer Brady
551 Fifth Avenue Smith Troxell Barrett
New York, New York 10176 Rockett Hines & Mone
Age: 59 LLP, attorneys, since
1989 and counsel, 1987-1989;
Secretary of the Aquila Money-
Market, Bond and Equity Funds
since 1982; Secretary of
Trinity Liquid Assets Trust,
1982-1985 and Trustee of that
Trust, 1985-1986; Secretary of
Oxford Cash Management Fund,
1982-1988.
John M. Herndon Vice Assistant Secretary of
380 Madison Avenue President, the Aquila Money-Market,
New York, New York Assistant Bond and Equity Funds
10017 Secretary since 1995 and Vice
Age: 59 President of the Aquila Money-
Market Funds since 1990; Vice
President of the Manager since
1990; Investment Services
Consultant and Bank Services
Executive of Wright Investors'
Service, a registered
investment adviser, 1983-1989;
Member of the American Finance
Association, the Western
Finance Association and the
Society of Quantitative
Analysts.
The Fund does not currently pay fees to any of the Fund's
officers or to Trustees affiliated with the Manager or the Sub-
Adviser. For its fiscal year ended June 30, 1999 the Fund paid a
total of $20,971 in compensation and reimbursement of expenses to
the Trustees. No other compensation or remuneration of any type,
direct or contingent, was paid by the Fund to its Trustees.
The Fund is one of the 14 funds in the Aquilasm Group of
Funds, which consist of tax-free municipal bond funds, money
market funds and equity funds. The following table lists the
compensation of all Trustees who received compensation from the
Fund and the compensation they received during the Fund's fiscal
year from other funds in the Aquilasm Group of Funds. None of
such Trustees has any pension or retirement benefits from the
Fund or any of the other funds in the Aquila group.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Fund Group serves
Gary C. Cornia $3,908.00 $ 3,908.00 1
William L. Ensign 2,892.50 13,408.56 2
R. Thayne Robson 3,081.40 6,000.00 2
Anne J. Mills 2,409.97 34,572.69 6
The Fund's Manager is manager or administrator to the
Aquilasm Group of Funds, which consists of tax-free municipal
bond funds, money-market funds and equity funds. As of June 30,
1999, these funds had aggregate assets of approximately $3.2
billion, of which approximately $1.9 billion consisted of assets
of the tax-free municipal bond funds. The Manager is controlled
by Mr. Lacy B. Herrmann, through share ownership directly,
through a trust and by his wife. For the Fund's fiscal year ended
June 30, 1999 management fees of $252,515 (including fees paid to
the Sub-Adviser) were incurred, of which $200,822 was waived; in
addition, the Manager reimbursed expenses in the amount of
$131,525.
During the fiscal year ended June 30, 1999, Permitted
Payments of $96,628 were made to Qualified Recipients with
respect to Class A Shares of the Fund under the Fund's
Distribution Plan, of which the Distributor received $2,004.
During the same period, payments of $13,032 were made to
Qualified Recipients with respect to Class C Shares of the Fund
under the Distribution Plan and $4,344 under the Shareholder
Services Plan. Of these payments the Distributor received
$12,460.
The Distributor currently handles the distribution of the
shares of fourteen funds (five money market funds, seven tax-free
municipal bond funds and two equity funds), including the Fund.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs
relating to prospectuses and reports as well as the costs of
supplemental sales literature, advertising and other promotional
activities. The shares of the Distributor are owned 72% by Mr.
Herrmann and other members of his immediate family, 24% by Diana
P. Herrmann and the balance by an officer of the Distributor.
Other Information on Trustees
The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons" of the Fund, as that term is defined in the
1940 Act. The Committee (i) recommends to the Board of Trustees
what firm of independent auditors will be selected by the Board
of Trustees (subject to shareholder ratification); (ii) reviews
the methods, scope and result of audits and the fees charged; and
(iii) reviews the adequacy of the Fund's internal accounting
procedures and controls. The Committee held two meetings during
the Fund's last fiscal year. The Board of Trustees does not have
a nominating committee. During the Fund's last fiscal year, the
Board of Trustees held four meetings. All current Trustees were
present for at least 75% of the total number of Board meetings
and Audit Committee Meetings (if such Trustee was a member of
that Committee).
RATIFICATION OR REJECTION
OF SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG LLP, which is currently serving as the Fund's auditors,
has been selected by the Fund's Board of Trustees, including a
majority of the Independent Trustees, as the Fund's independent
auditors for the fiscal year ending June 30, 2000. Such selection
is submitted to the shareholders for ratification or rejection.
The firm has no direct or indirect financial interest in the
Fund, the Fund's Manager or the Fund's Sub-Adviser. It is
expected that representatives of the firm will not be present at
the meeting but will be available should any matter arise
requiring their presence.
RECEIPT OF
SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in
those rules may, under certain conditions, be included in the
Fund's proxy statement and proxy card for a particular annual
meeting. One of these conditions relates to the timely receipt by
the Fund of any such proposal. Under these rules, proposals
submitted for inclusion in the proxy material for the Fund's next
annual meeting after the meeting to which this Proxy Statement
relates must be received by the Fund not less than 120 days
before the anniversary of the date stated in this Proxy Statement
for the first mailing of this Proxy Statement. The date for such
submission could change, depending on the scheduled date for the
next annual meeting; if so, the Fund will so advise you.
The fact that the Fund receives a shareholder proposal in a
timely manner does not insure its inclusion in the Fund's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Fund does not know of any other matter which will come
up for action at the Meeting. If any other matter or matters
properly come up for action at the Meeting, including any
adjournment of the Meeting, the proxy holders will vote the
shares, which your proxy card, telephone or internet vote
entitles them to vote, in accordance with their judgment on such
matter or matters. 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.
TAX-FREE FUND FOR UTAH
PROXY FOR SHAREHOLDERS MEETING OCTOBER 22, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of TAX-FREE FUND FOR UTAH (the
"Fund") does hereby appoint LACY B. HERRMANN, DIANA P. HERRMANN
and EDWARD M. W. HINES, or any of them, as attorneys and proxies
of the undersigned, with full power of substitution, to attend
the Annual Meeting of Shareholders of the Fund to be held on
Friday, October 22, 1999 at the Little America Hotel, 500 South
Main Street, Salt Lake City, Utah at 9:30 a.m. local time, and at
all adjournments thereof, and thereat to vote the shares held in
the name of the undersigned on the record date for said meeting
on the matters listed below. Such shares are entitled to one vote
for every dollar of net asset value represented by the share
balance printed below.
Telephone Voting (Touch-tone only)
You can vote your shares by telephone. Read the proxy
statement. To vote, call toll free 1-800-690-6903. You will be
prompted to enter the 12-digit control number on this proxy card.
Follow the simple recorded instruction using this proxy card as a
guide. If you vote by phone, do not return the proxy card by
mail.
Internet voting
You can vote your shares by the internet. Read the proxy
statement. To vote, contact the Fund at www.proxyvote.com. You
will be prompted to enter the 12-digit control number on this
proxy card. Follow the simple instructions at the website, using
your proxy card as a guide. If you vote by the internet, do not
return the proxy card by mail.
Proxy Card Voting
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.
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW
AND FOR THE PROPOSALS LISTED BELOW. THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS INDICATED BELOW OR FOR IF NO CHOICE IS
INDICATED.
As to any other matter said attorneys shall vote in
accordance with their best judgment.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of
Shareholders. If you can join us on October 22, please call us at
1-800-882-4937, e-mail us at info@aquilafunds.com or mail the
planning card back to us along with your proxy vote.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
_________________________________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
TAX-FREE FUND FOR UTAH
For address changes and/or comments, please check this box
and write them on the back where indicated. __
[__]
Vote on Trustees
2. Election of Trustees.
01) Lacy B. Herrmann 02) Gary C. Cornia 03) William L.
Ensign 04) Diana P. Herrmann 05) Anne J. Mills 06) R.
Thayne Robson
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[__] For all
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[__] Withhold all
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[__] For all except
To withhold authority to vote, mark "For all Except" and write
the nominee's number on the line below.
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Vote on Proposals
1. Action on selection of KPMG LLP
as independent auditors (Proposal No.1 in Proxy Statement)
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FOR [__] AGAINST [__] ABSTAIN [__]
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as a custodian, attorney, executor, administrator, trustee,
guardian, etc., please sign your full title as such. Joint
owners should each sign.
_________________________________Dated: _________
Signature
[Please sign within the box]
_________________________________Dated: __________
Signature
(Joint Owners)