Important Notice
Please Read Immediately
File Nos. 33-48696 & 811-6707

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

NARRAGANSETT INSURED TAX-FREE INCOME FUND
(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>
Aquilasm
Group of Funds

Narragansett Insured Tax-Free Income Fund
380 Madison Avenue, Suite 2300, New York, NY 10017

Notice of Annual Meeting of
Shareholders to Be Held
on October 14, 2004

To Shareholders of the Fund:

The purpose of this Notice is to advise you that an Annual Meeting of the
Shareholders of Narragansett Insured Tax-Free Income Fund (the "Fund") will be
held:

Place: (a) at the Rhode Island Convention Center
1 Sabin Street
Providence, Rhode Island;

Time: (b) on October 14, 2004
at 2:30 p.m. Eastern Daylight Time;

Purposes: (c) for the following purposes:

(i) to elect eight Trustees; each Trustee elected will hold
office until the next annual meeting of the Fund's shareholders
or until his or her successor is duly elected (Proposal No. 1);

(ii) to ratify (that is, to approve) or reject the selection of
KPMG LLP as the Fund's independent registered public accounting
firm for the fiscal year ending June 30, 2005 (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 July 19, 2004 (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

September 2, 2004

Please Note:

If you do not expect to attend the Meeting, please vote by any of three ways: by
telephone, by the Internet or by completing the enclosed proxy card and
returning it in the accompanying stamped envelope. To avoid unnecessary expense
to the Fund, we request your cooperation in voting no matter how large or small
your holding may be.

<page>
Narragansett Insured Tax-Free Income Fund
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
Narragansett Insured Tax-Free Income Fund (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. The Fund's Investment Sub-Adviser is Citizens Investment
Advisors, a department of Citizens Bank of Rhode Island (the "Sub-Adviser"), One
Citizens Plaza, Providence, RI 02903.

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
September 2, 2004.

You should read this Proxy Statement prior to voting. If your shares are
registered in the name of your broker or someone other than yourself, you may
authorize that person to vote your shares. If your shares are registered in your
name, then you may vote in one of three ways:

(1) Proxy Card

The enclosed proxy card authorizes the persons named (or their substitutes)
to vote your shares; the Fund calls these persons the "proxy holders." As to the
election of Trustees you may authorize the proxy holders to vote your shares for
the entire slate indicated below by marking the appropriate box on the proxy
card or by merely signing and returning your proxy card with no instructions. Or
you may withhold the authority of the proxy holders to vote on the election of
Trustees by marking the appropriate box. Also, you may withhold that authority
as to any particular nominee by following the instructions on the proxy card.

As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on this proposal by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
a box on the proposal, the proxy holders will vote your shares for that
proposal.

(2) Telephone Voting

To vote your shares by telephone, call the toll free number on your proxy
card. You will be prompted to enter the control number on your proxy card.
Follow the recorded instructions using your proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.

(3) Internet Voting

To vote your shares by the Internet, please contact the Fund at the
Internet address shown on your proxy card. You will be prompted to enter the
control number on your proxy card. Follow the instructions on the screen, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.

General Information

You may end the power of the proxy holders to vote your shares by: (i) so
notifying the Fund in writing; (ii) signing a new and different proxy card (if
the Fund receives it before the old one is used); (iii) voting your shares at
the meeting in person or by your duly appointed agent; or (iv) calling the toll
free number provided or contacting the Fund's Internet address, both of which
are detailed on your proxy card, entering your control number and revoking your
previous vote.

Proxies for shares held by brokers in "street name" and not voted or marked
as abstentions will be counted for purposes of determining a quorum. They will
be counted as present in determining voting results, which will have the same
effect as negative votes.

The Fund is sending you this Notice and Proxy Statement in connection with
the solicitation by its Trustees of proxies to be used at the Annual Meeting to
be held at the time and place and for the purposes indicated in the Notice or
any adjourned meeting or meetings. Whenever it is stated in this Proxy Statement
that a matter is to be acted on at the Meeting, this means the Meeting held at
the scheduled time or any adjourned meeting or meetings.

The Fund pays the costs of the solicitation. Proxies are being solicited by
the use of the mails; they may also be solicited by telephone, facsimile and
personal interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the Fund's
shares so that these owners may authorize the voting of their shares. The Fund
will pay these firms their out-of-pocket expenses for doing so.

On the record date, the Fund had four 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, $10.65;
Class C Shares, $10.65; Class Y Shares, $10.65; and Class I Shares, $10.65. 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, 9,650,757; Class C Shares, 1,737,728;
Class Y Shares, 2,122,483; and Class I Shares, 75,381.

On the record date, the following holders held 5% or more of the Fund's
outstanding shares. On the basis of information received from the institutional
holders the Fund's management believes that all of the shares indicated are held
by them for the benefit of clients.

Name and Address of Percent
The Holder of Record Number of Shares of Class

Institutional 5% shareholders:

Fiserv Securities Inc. 1,238,790 Class A Shares 12.84%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103

Merrill Lynch Pierce, 583,119 Class A Shares 6.04%
Fenner & Smith 427,982 Class C Shares 24.63%
4800 Deer Lake Dr. East
Jacksonville, FL 32246

Citizens Bank of Rhode Island 1,446,724 Class Y Shares 68.16%
One Citizens Plaza
Providence, RI 02903

SEI Trust Company 210,664 Class Y Shares 9.93%
One Freedom Valley Drive
Oaks, PA 19456

Perry Baker & Co. 36,837 Class I Shares 48.87%
The Washington Trust Co.
23 Broad Street
Westerly, RI 02891

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, eight 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, 2003. All nominees
have consented to serve if elected.

Trustees(1)
and Officers
Positions Held Number of
with Portfolios in Other Directorships
Fund Fund Complex Held by Trustee
and Length of Overseen by (The position held is
Name, Address(2) and Service(3) Principal Occupation(s) Trustee a directorship unless
Date of Birth During Past 5 Years indicated otherwise.)

Interested
Trustees(4)

Lacy B. Herrmann Founder and Founder, Chief Executive Officer 7(5) Director or trustee, Pimco
New York, NY Chairman of the and Chairman of the Board, Advisors VIT, Oppenheimer Quest
(05/12/29) Board of Aquila Management Corporation, Value Funds Group, Oppenheimer
Trustees since the sponsoring organization and Small Cap Value Fund,
1992 parent of the Manager or Oppenheimer Midcap Fund, and
Administrator and/or Adviser or Oppenheimer Rochester Group of
Sub-Adviser to each fund of the Funds.
Aquilasm Group of Funds,(6)
Chairman and Chief Executive
Officer of the Manager or
Administrator and/or Adviser or
Sub-Adviser to each since 2004,
and Founder, Chairman of the
Board of Trustees, Trustee and
(currently or until 1998)
President of each since its
establishment, beginning in
1984, except Chairman of the
Board of Trustees of Hawaiian
Tax-Free Trust, Pacific Capital
Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S.
Government Securities Cash
Assets Trust through 2003,
Trustee until 2004 and Chairman
of the Board, Emeritus since
2004; 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

David A. Duffy Trustee Chairman, Rhode Island 1 Citizens Bank of Rhode Island
North Kingstown, RI since 1995 Convention Center Authority since 1999.
(08/07/39) since 2003; retired Founder,
formerly President, Duffy &
Shanley, Inc., a marketing
communications firm, 1973-2003;
Transition Chairman for Gov.
Donald Carcieri (R.I.); past
National Chairman, National
Conference for Community and
Justice (NCCJ); Chairman,
Providence College President's
Council; officer or director of
numerous civic and non-profit
organizations.

John J. Partridge Trustee since Founding Partner, Partridge, 1 None
Providence, RI 2002 Snow & Hahn, LLP, a law firm,
(05/05/40) Providence, Rhode Island, since
1988; director of various
educational, civic and
charitable organizations,
including Greater Providence
Chamber of Commerce and Memorial
Hospital of Rhode Island.

Non-interested
Trustees

Vernon R. Alden Trustee since Retired; former director or 1 Sonesta International Hotels
Boston, MA 1992 trustee of various Fortune 500 Corporation.
(04/07/23) companies, including
Colgate-Palmolive and McGraw
Hill; formerly President of
Ohio University and Associate
Dean of the Harvard University
Graduate School of Business
Administration; member of
several Japan-related advisory
councils, including Chairman of
the Japan Society of Boston;
trustee of various cultural,
educational and civic
organizations.

Paul Y. Clinton Trustee since Principal, Clinton Management 1(5) Director or trustee Pimco
Osterville, MA 1996 Associates, a financial and Advisors VIT, Oppenheimer
and Naples, FL venture capital consulting firm. Quest Value Funds Group,
(02/14/31) Oppenheimer Small Cap Value
Fund, Oppenheimer Midcap Fund,
and Oppenheimer Rochester
Group of Funds.

William J. Nightingale Trustee since Retired; formerly Chairman, 2 Ring's End, Inc.
Rowayton, CT 1992 founder (1975) and Senior
(09/16/29) Advisor until 2000 of
Nightingale & Associates,
L.L.C., a general management
consulting firm focusing on
interim management,
divestitures, turnaround of
troubled companies, corporate
restructuring and financial
advisory services.

Cornelius T. Ryan Trustee since Founder and General Partner, 2(5) Director of Neuberger & Berman
Westport, CT and 2002 Oxford Ventures Partners, a Equity Funds.
Sun Valley, ID group of investment venture
(11/14/31) capital partnerships, since 1981
and Founder and General Partner,
Oxford Bioscience Partners, a
group of venture capital
partnerships focused on life
sciences, genomics, healthcare
information technology and
medical devices, since 1991.

J. William Weeks Trustee since Retired; limited partner and 2 None
Palm Beach, FL 1995 investor in various real estate
(06/22/27) partnerships since 1988;
formerly Senior Vice President
or Vice President of the Aquila
Bond Funds; and Vice President
of the Distributor.

Officers
Diana P. Herrmann President Vice Chair of Aquila Management N/A N/A
New York, NY since 1998 and Corporation, Founder of the
(02/25/58) Vice Chair Aquilasm Group of Funds and
since 2003 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; Vice Chair
since 2004 and President, Chief
Operating Officer and Manager of
the Manager since 2003; Vice
Chair, President, Executive Vice
President or Senior Vice
President of funds in the
Aquilasm Group of Funds since
1986; Director of the
Distributor since 1997; trustee,
Reserve Money-Market Funds,
1999-2000 and Reserve Private
Equity Series, 1998-2000;
Governor, Investment Company
Institute and head of its Small
Funds Committee since 2004;
active in charitable and
volunteer organizations.

Charles E. Executive Vice Executive Vice President of all N/A N/A
Childs, III President funds in the Aquilasm Group of
New York, NY since 2003 Funds and the Manager since 2003;
(04/01/57) Senior Vice President, corporate
development, formerly 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.

Stephen J. Caridi Senior Vice Vice President of the N/A N/A
New York, NY (05/06/61) President Distributor since 1995; Vice
since 1998 President, Hawaiian Tax-Free
Trust since 1998; Senior Vice
President, Narragansett Insured
Tax-Free Income Fund since 1998,
Vice President 1996-1997; Senior
Vice President, Tax-Free Fund of
Colorado since 2004; Assistant
Vice President, Tax-Free Fund
For Utah since 1993.

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

Edward M. W. Hines Secretary Partner, Hollyer Brady Barrett & N/A N/A
New York, NY since 1992 Hines LLP, legal counsel to the
(12/16/39) Fund, since 1989; Secretary of
the Aquilasm Group of Funds.

Robert W. Anderson Chief Chief Compliance Officer since N/A N/A
New York, NY (08/23/40) Compliance 2004, Compliance Officer of the
Officer since Manager or its predecessor and
2004 and current parent since 1998 and
Assistant Assistant Secretary of the
Secretary Aquilasm Group of Funds since
since 2000 2000; Consultant, The Wadsworth
Group, 1995-1998.

John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquilasm Group of Funds since
since 1995 1995 and Vice President of the
three Aquila Money-Market Funds
since 1990; Vice President of the
Manager or its predecessor and
current parent since 1990.

Lori A. Vindigni Assistant Assistant Treasurer of the N/A N/A
New York, NY Treasurer since Aquilasm Group of Funds since
(11/02/66) 2000 2000; Assistant Vice President
of the Manager or its
predecessor and current parent
since 1998; Fund Accountant for
the Aquilasm Group of Funds,
1995-1998.

(1)The Fund's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll free).

(2) The mailing address of each Trustee and officer is c/o Narragansett Insured
Tax-Free Income Fund, 380 Madison Avenue, New York, NY 10017.

(3) Each Trustee holds office until the next annual meeting of shareholders or
until his or her successor is elected and qualifies. The term of office of each
officer is one year.

(4) Mr. Herrmann is an interested person of the Fund, as that term is defined in
the 1940 Act, as an officer of the Fund, as a director, officer and shareholder
of the Manager and as a shareholder and director of the Distributor. Mr. Duffy
is an interested person as a director of the Sub-Adviser. Mr. Partridge is an
interested person of the Fund as a partner of the law firm that performs legal
services for the Sub-Adviser.

(5) Does not include funds that are currently inactive.

(6) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Bond Funds";
Aquila Rocky Mountain Equity Fund is an equity fund; considered together, these
11 funds are called the "Aquilasm Group of Funds."

Securities Holdings of the Trustees
(as of 06-30-04)

Dollar Range Aggregate Dollar
Of Ownership Range of Ownership
In Narragansett in Aquilasm Investment
Insured Tax-Free Companies Overseen by
Income Fund(1) Trustee(1)

Interested Trustees

Lacy B. Herrmann B E

David A. Duffy C C

John J. Partridge C C

Non-interested Trustees

Vernon R. Alden B B

Paul Y. Clinton B B

William J. Nightingale B C

Cornelius T. Ryan B C

J. William Weeks C C

(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 or the Sub-Adviser. For its fiscal year
ended June 30, 2004 the Fund paid a total of $99,959 in compensation and
reimbursement of expenses to the Trustees. No other compensation or remuneration
of any type, direct or contingent, was paid by the Fund to its Trustees.

The Fund is one of the 11 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money-market funds and an equity fund.
The following table lists the compensation of all nominees for Trustee who
received compensation from the Fund or from other funds in the Aquilasm Group of
Funds during the Fund's fiscal year. None of such Trustees has any pension or
retirement benefits from the Fund or any of the other funds in the Aquila group.

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

Vernon R. Alden $8,200 $ 8,200 1

Paul Y. Clinton $8,200 $10,150 1

David A. Duffy $7,600 $ 7,600 1

William J.
Nightingale $8,975 $17,950 2

John J.
Partridge $7,600 $ 7,600 1

Cornelius T. Ryan $8,200 $14,012 2

J. William Weeks $9,450 $20,925 2

Class A Shares may be purchased without a sales charge by the Fund's
Trustees and officers.

The Fund's Manager is a wholly-owned subsidiary of Aquila Management
Corporation ("AMC"), founder of each fund in the Aquilasm Group of Funds. As of
July 31, 2004, these funds had aggregate assets of approximately $4.1 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, 2004, the Fund
incurred $741,128 in management fees, of which $570,009 was waived, $22,897 was
paid to the Manager, and the balance was paid to the Sub-Adviser.

During the fiscal year ended June 30, 2004, $158,530 was paid under Part I
of the Fund's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $3,654 was retained by the Distributor. With respect to
Class C Shares, during the same period $163,558 was paid under Part II of the
Plan and $54,519 was paid under the Shareholder Services Plan. Of these total
payments under Parts I and II of the Plan of $218,077, the Distributor retained
$34,441. All of such payments were for compensation. With respect to Class I
Shares, during the same period $323 was paid under Part III of the Plan and $969
was paid under the Shareholder Services Plan.

The Distributor currently handles the distribution of the shares of the
funds in the Aquilasm Group of Funds, including the Fund. Under the Distribution
Agreement, the Distributor is responsible for the payment of certain printing
and distribution costs relating to prospectuses and reports as well as the costs
of supplemental sales literature, advertising and other promotional activities.
The shares of the Distributor are owned 24% by Diana P. Herrmann, 72% by Mr.
Herrmann and other members of his immediate family and the balance by current
employees of Aquila Investment Management LLC.

Other Information on Trustees

The Trustees have appointed a standing Audit Committee consisting of all of
the Trustees who are "independent" and are not "interested persons" of the Fund,
as that term is defined in the 1940 Act. The members of the Audit Committee are
Vernon R. Alden, Paul Y. Clinton, William J. Nightingale, Cornelius T. Ryan and
J. William Weeks. 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 one meeting during the Fund's last fiscal
year. The Board of Trustees has adopted a written charter for the Audit
Committee, a copy of which is attached as an appendix to this Proxy Statement.

During the Fund's last fiscal year, the Board of Trustees held 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 Board of Trustees does not have a nominating committee.

The Fund has not yet formed a nominating committee nor adopted a nominating
committee charter. The Fund has a Trustee Retirement and Replacement Policy
which covers many of the issues facing any nominating committee, including
matters to be considered in connection with candidates for election to the Board
of Trustees. In accordance with regulatory requirements, the selection and
nomination of all independent Trustees has been committed to the independent
Trustees, and suggestions for new Trustees are provided from management and
other interested Trustees only upon request of the independent Trustees. The
Board expects to establish nominating committee policies and procedures before
the end of the year.

Since the beginning of the Fund's most recently completed fiscal year, no
Trustee purchased or sold any shares of any class of the Manager, Sub-adviser or
the parents or subsidiaries of either.

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)

KPMG LLP ("KPMG"), 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
Independent Trustees, as the Fund's independent registered public accounting
firm for the fiscal year ending June 30, 2005. Such selection is submitted to
the shareholders for ratification or rejection.

The following table represents fees for professional audit services
rendered by KPMG for the audit of the Fund's annual financial statements for
2003 and 2004, and fees billed for other services rendered by KPMG.

2003 2004

Audit Fees $14,950 $15,400

Audit related fees 0 0

Audit and audit related fees 14,950 15,400

Tax fees (1) 7,767 7,875

All other fees 0 0

Total $22,717 $23,275

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

KPMG did not perform any services during the last fiscal year for the
Fund's investment adviser (the Manager) or any entity controlling, controlled by
or under common control with the Manager that provides services to the Fund.

All audit and non-audit services performed by KPMG on behalf of the Fund or
non-audit services performed on behalf of affiliated entities within the
investment company complex where such engagement relates directly to the
operations and financial reporting of the Fund are pre-approved by the Audit
Committee. Services to be considered between meetings of the Committee are
pre-approved by a selected member of the Committee in accordance with applicable
regulations and subject to additional procedures established by the Committee.

The Audit Committee has reviewed all services performed and fees charged by
KPMG and has accepted KPMG's representation that it is independent in
recommending re-appointment of it for the fiscal year ending June 30, 2005.

KPMG has no direct or indirect financial interest in the Fund, the Manager
or the Sub-Adviser. It is expected that representatives of KPMG will not be
present at the meeting but will be available should any matter arise requiring
their presence.

Receipt of
Shareholder Proposals

Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under certain
conditions, be included in the Fund's proxy statement and proxy card for a
particular annual meeting. One of these conditions relates to the timely receipt
by the Fund of any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Fund's next annual meeting after the
meeting to which this Proxy Statement relates must be received by the Fund not
less than 120 days before the anniversary of the date stated in this Proxy
Statement for the first mailing of this Proxy Statement. The date for such
submission could change, depending on the scheduled date for the next annual
meeting; if so, shareholders will be notified.

The fact that the Fund receives a shareholder proposal in a timely manner
does not insure its inclusion in the Fund's proxy material, since there are
other requirements in the proxy rules relating to such inclusion.

Other Business

The Fund does not know of any other matter which will come up for action at
the Meeting. If any other matter or matters properly come up for action at the
Meeting, including any adjournment of the Meeting, the proxy holders will vote
the shares which your proxy card, telephone or Internet vote entitles them to
vote, in accordance with their judgment on such matter or matters, except as
noted. That is, by signing and returning your proxy card or by voting by
telephone or the Internet, you give the proxy holders discretionary authority as
to any such matter or matters.

APPENDIX

NARRAGANSETT INSURED TAX-FREE INCOME FUND
AUDIT COMMITTEE CHARTER
September 5, 2003

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

2. The purposes of the Audit Committee are:

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

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

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

Narragansett Insured Tax-Free Income Fund

Notice of Annual Meeting of Shareholders
to be held on October 14, 2004

PROXY STATEMENT

THE AQUILASM GROUP OF FUNDS
380 MADISON AVENUE, SUITE 2300
NEW YORK, NY 10017

VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week

TELEPHONE
1-888-221-0697

To vote your shares by telephone, call toll free 1-888-221-0697. Follow the
simple recorded instructions using this proxy card as a guide. If you vote by
phone, you need not return the proxy card by mail.

INTERNET VOTING
www.proxyweb.com/aquila

To vote your shares by the Internet, contact the Fund at
www.proxyweb.com/aquila. Follow the simple instructions at the website, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.

MAIL

You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.

Please fold and detach card at perforation before mailing.

Aquilasm Group of Funds
NARRAGANSETT INSURED TAX-FREE INCOME FUND

Proxy for Shareholders Meeting October 14, 2004
Proxy Solicited on Behalf of the Board of Trustees

The shareholder(s) of NARRAGANSETT INSURED TAX-FREE INCOME FUND (the
"Fund") whose signature(s) appear(s) below do/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 Thursday, October 14,
2004 at the Rhode Island Convention Center, One Sabin Street, Providence, Rhode
Island; at 2:30 p.m. Eastern Daylight time, and at all adjournments thereof, and
thereat to vote the shares held in the name of the undersigned on the record
date for said meeting on the matters listed on the reverse side. Such shares are
entitled to one vote for every dollar of net asset value represented by the
share balance printed below.

Please read the proxy statement prior to voting.

Annual Meeting Attendance

We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com.

Address changes/comments: _______________________________
_______________________________
_______________________________

(If you noted any address changes/comments above, please mark
corresponding box on other side.)

Dated: __________________, 2004

_________________________________
Signature(s)
[SIGN WITHIN THE BOX]

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY CARD. When signing
as a custodian, attorney, executor, administrator, trustee, guardian, etc.,
please sign your full title as such. Joint owners should each sign.

<page>

NARRAGANSETT INSURED TAX-FREE INCOME FUND

Please fill in box(es) as shown using black or blue ink or number 2 pencil.

[X] PLEASE DO NOT USE FINE POINT PENS

1. Election of Trustees

01) Lacy B. Herrmann* 02) Vernon R. Alden 03) Paul Y. Clinton
04) David A. Duffy* 05) William J. Nightingale 06) John J.
Partridge* 07) Cornelius T. Ryan 08) J. William Weeks

* interested Trustees
__
[__] FOR ALL
__
[__] WITHHOLD ALL
__
[__] FOR ALL EXCEPT

_____________________

INSTRUCTION: To withhold authority to vote for one or more (but not all)
nominees, mark "FOR ALL EXCEPT" and write the nominee number(s) and/or name(s)on
the line above.

[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 KPMG 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. __
I plan to attend the annual meeting [__]

For address changes and/or comments, please check the box at right and write
them on the front where indicated.

_
[_]

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.