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>
Important Notice
Please Read Immediately
Aquila
Group of Fundssm
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 16, 2007
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 Tuesday, October 16, 2007
at 9:00 a.m. Eastern Daylight Time;
Purposes: (c) for the following purposes:
(i) to elect seven Trustees; each Trustee
elected will hold office until the next
annual meeting of the Fund's shareholders or
until his or her successor is duly elected
(Proposal No. 1);
(ii) to ratify (that is, to approve) or
reject the selection of Tait, Weller & Baker
LLP as the Fund's independent registered
public accounting firm for the fiscal year
ending June 30, 2008 (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 20, 2007 (the
"record date"). Also, the number of shares of each of the Fund's
outstanding classes of shars 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 4, 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.
<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 voting
decisions.
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 Sub-Adviser is Citizens Investment Advisors, a
department of RBS Citizens, N.A. (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 4, 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.
As to the other matter listed on the proxy card, you may direct the proxy
holders to vote your shares on this proposal by marking the appropriate box
"For" or "Against" or instruct them not to vote your shares on the proposal by
marking the "Abstain" box. If you return your signed proxy card and do not mark
a box on the proposal, the proxy holders will vote your shares for that
proposal.
(2) Internet Voting
To vote your shares by the Internet, please contact the Fund at the
Internet address shown on your proxy card. You will be prompted to enter the
control number on your proxy card. Follow the instructions on the screen, using
your proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
(3) Telephone Voting
To vote your shares by telephone, call the toll-free number on your proxy
card. You will be prompted to enter the control number on your proxy card.
Follow the recorded instructions using your proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
General Information
You may end the power of the proxy holders to vote your shares by: (i) so
notifying the Fund in writing; (ii) signing a new and different proxy card (if
the Fund receives it before the old one is used); (iii) voting your shares at
the meeting in person or by your duly appointed agent; or (iv) calling the
toll-free number provided or contacting the Fund's Internet address, both of
which are detailed on your proxy card, entering your control number and revoking
your previous vote.
Proxies for shares held by brokers in "street name" and not voted or marked
as abstentions will be counted for purposes of determining a quorum. They will
be counted as present in determining voting results, and will therefore have the
same effect as negative votes.
The Fund is sending you this Notice and Proxy Statement in connection with
the solicitation by its Trustees of proxies to be used at the Annual Meeting to
be held at the time and place and for the purposes indicated in the Notice or
any adjourned meeting or meetings. Whenever it is stated in this Proxy Statement
that a matter is to be acted on at the Meeting, this means the Meeting held at
the scheduled time or any adjourned meeting or meetings.
The Fund pays the costs of the solicitation. Proxies are being solicited by
the use of the mails; they may also be solicited by telephone, facsimile and
personal interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the Fund's
shares so that these owners may authorize the voting of their shares. The Fund
will pay these firms their out-of-pocket expenses for doing so.
On the record date, the Fund had 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, $10.39;
Class C Shares, $10.39; Class Y Shares, $10.39; and Class I Shares, $10.39. 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, 9,614,173; Class C Shares, 1,338,830;
Class Y Shares, 3,340,231; and Class I Shares, 79,709.
On the record date, the following 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 of Percent
The Holder of Record Number of Shares of Class
Institutional 5% shareholders:
Merrill Lynch Pierce, 982,394 Class A Shares 10.22%
Fenner & Smith 605,737 Class C Shares 45.24%
4800 Deer Lake Dr. East
Jacksonville, FL 32246
Citizens Bank of Rhode Island 2,323,961 Class Y Shares 69.57%
870 Westminster Street
Providence, RI 02903
SEI Trust Company 343,095 Class Y Shares 10.27%
One Freedom Valley Drive
Oaks, PA 19456
Charles Schwab and Co. Inc. 79,709 Class I Shares 100.00%
101 Montgomery Street
San Francisco, CA 94104
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
Trustees(4)
David A. Duffy Trustee Chairman, Rhode Island 1 Citizens Bank of Rhode Island
North Kingstown, RI since 1995 Convention Center Authority and Connecticut since 1999;
(08/07/39) since 2003; retired Founder, Delta Dental of Rhode Island
formerly President, Duffy & since 2004.
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); Past Chair,
Providence College President's
Council; Past Vice Chair,
Providence College Board of
Trustees; officer or director of
numerous civic and non-profit
organizations.
Diana P. Herrmann Trustee since Vice Chair and Chief Executive 12 ICI Mutual Insurance Company
New York, NY 2005 and Officer of Aquila Management
(02/25/58) President since Corporation, Founder of the
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 (a trade
organization for the U.S fund industry
dedicated to protecting shareholder
interests and educating the public
about investing) and head of its Small
Funds Committee since 2004; active in
charitable and volunteer
organizations.
Non-interested
Trustees
William J. Chair of the Retired; formerly Chairman, 2 Ring's End, Inc.
Nightingale Rowayton, Board of founder (1975) and Senior
CT (09/16/29) Trustees since Advisor until 2000 of
2005 and Nightingale & Associates,
Trustee since L.L.C., a general management
1992 consulting firm focusing on
interim management,
divestitures, turnaround of
troubled companies, corporate
restructuring and financial
advisory services.
Timothy J. Leach Trustee since UC Berkeley Haas School of 3 None
Orinda, CA (08/28/55) 2005 Business Executive Education,
Lecturer since 2006; Regional
Chief Executive Officer, US
Trust Company, N.A., 2005-2006;
Executive Vice President & Chief
Investment Officer, U.S. Trust
Company, New York, NY,
2004-2005; Executive Vice
President & Chief Investment
Officer, Private Asset
Management Group, Wells Fargo
Bank, San Francisco, CA,
1999-2003; CEO, President and
Chief Investment Officer, ABN
Amro Asset Management (USA),
1998-1999; President & Chief
Investment Officer, Qualivest
Capital Management Inc. and
Senior Vice President & Chief
Investment Officer, Trust &
Investment Group, US Bancorp,
Portland, OR, 1994-1998.
James R. Ramsey Trustee since President, University of 2 Community Bank and Trust,
Louisville, KY 2004 Louisville since November 2002; Pikeville, KY and Texas
(11/14/48) Professor of Economics, Roadhouse Inc.
University of Louisville,
1999-present; Kentucky
Governor's Senior Policy Advisor
and State Budget Director,
1999-2002; Vice Chancellor for
Finance and Administration, the
University of North Carolina at
Chapel Hill, 1998 to 1999;
previously Vice President for
Finance and Administration at
Western Kentucky University,
State Budget Director for the
Commonwealth of Kentucky, Chief
State Economist and Executive
Director for the Office of
Financial Management and
Economic Analysis for the
Commonwealth of Kentucky,
Adjunct Professor at the
University of Kentucky,
Associate Professor at Loyola
University-New Orleans and
Assistant Professor at Middle
Tennessee State University.
J. William Weeks Trustee since Retired; limited partner in real 1 None
Palm Beach, FL 1995 estate partnerships Alex, Brown
(06/22/27) & Sons No. 1 and 2; formerly
Senior Vice President or Vice
President of the Aquila
Municipal Bond Funds; and Vice
President of the Distributor.
Laureen L. White Trustee since President, Greater Providence 1 None
North Kingstown, RI 2005 Chamber of Commerce, since 2005,
(11/18/59) Executive Vice President
2004-2005 and Senior Vice
President, 1989-2002; Executive
Counselor to the Governor of
Rhode Island for Policy and
Communications, 2003-2004.
Other Individuals
Trustees 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 of Manager or Administrator and/or
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.
Vernon R. Alden Trustee Retired; former director or N/A N/A
Boston, MA Emeritus since trustee of various Fortune 500
(04/07/23) 2006 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.
Officers
Charles E. Executive Vice Executive Vice President of all N/A N/A
Childs, III President since funds in the Aquila Group of
New York, NY 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.
Stephen J. Caridi Senior Vice Vice President of the N/A N/A
New York, NY President since Distributor since 1995; Vice
(05/06/61) 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; Vice
President, Aquila Rocky Mountain
Equity Fund since 2006.
Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A
New York, NY Compliance Fund and each of the other funds
(08/23/40) Officer since in the Aquila Group of Fundssm,
2004 and the Manager and the Distributor
Assistant since 2004, Compliance Officer of
Secretary the Manager or its predecessor
since 2000 and current parent 1998-2004;
Assistant Secretary of the Aquila
Group of Fundssm since 2000.
Joseph P. DiMaggio Chief Financial Chief Financial Officer of the N/A N/A
New York, NY Officer since Aquila Group of Fundssm since
(11/06/56) 2003 and 2003 and Treasurer since 2000.
Treasurer since
2000
Edward M. W. Hines Secretary since Partner and then shareholder of N/A N/A
New York, NY 1992 legal counsel to the Fund,
(12/16/39) Hollyer Brady Barrett & Hines
LLP since 1989 and thereafter
its successor, Butzel Long, a
professional corporation, since
2007; Secretary of the Aquila
Group of Fundssm.
John J. Partridge Assistant Founding Partner, Partridge, N/A N/A
Providence, RI Secretary - Snow & Hahn, LLP, a law firm,
(05/05/40) Advisor to the Providence, Rhode Island, since
Board since 2005 1988, Senior Counsel, since
January 1, 2007; Assistant
Secretary - Advisor to the
Board, Narragansett Insured
Tax-Free Income Fund, since
2005, Trustee 2002-2005;
director or trustee of various
educational, civic and
charitable organizations,
including Greater Providence
Chamber of Commerce, Ocean State
Charities Trust, Memorial
Hospital of Rhode Island, and
The Pawtucket Foundation.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY Secretary since Aquila Group of Fundssm since
(12/17/39) 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) or by visiting the EDGAR Database at the SEC's
internet site at www.sec.gov.
(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. Duffy is an interested person as a director of the Sub-Adviser. 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 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) A Trustee Emeritus may attend Board meetings but has no voting power.
Securities Holdings of the Nominees
(as of 6/30/07)
Dollar Range Aggregate Dollar
Of Ownership Range of Ownership
In Narragansett in the Aquila Group
Insured Tax-Free of Fundssm (1)
Income Fund(1)
Interested Trustees
Diana P. Herrmann C E
David A. Duffy C C
Non-interested Trustees
Timothy J. Leach B B
William J. Nightingale C C
James R. Ramsey C E
J. William Weeks B B
Laureen L. White B B
((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 nominees or their immediate family members holds
of record or beneficially any securities of the Manager or the Distributor.
Except as noted, the Fund does not currently pay fees to any of the Fund's
officers(1) or to Trustees affiliated with the Manager or the Sub-Adviser. For
its fiscal year ended June 30, 2007 the Fund paid a total of $146,628 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.
(1) During the fiscal year ended June 30, 2007, the Fund paid $18,781 to John J.
Partridge, Assistant Secretary - Advisor to the Board, in compensation and
reimbursement of expenses.
Compensation
From
all funds Number of
in the boards on
Compensation Aquila which the
from the Group Trustee
Name Fund of Fundssm now serves
David A. Duffy $15,500 $15,500 1
Timothy J. Leach $18,500 $44,786 3
William J.
Nightingale $25,500 $35,500 2
James R. Ramsey $13,500 $29,000 2
J. William Weeks $16,000 $16,000 1
Laureen L. White $16,000 $16,000 1
(1) During the fiscal year ended June 30, 2007, the Fund paid $18,781 to John J.
Partridge, Assistant Secretary -- Advisor to the Board, in compensation and
reimbursement of expenses.
Class A Shares may be purchased without a sales charge by the Fund's
Trustees and officers.
The Fund's Manager is a wholly-owned subsidiary of Aquila Management
Corporation ("AMC"), founder of each fund in the Aquila Group of Fundssm. As of
July 31, 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, 2007, the Fund
incurred $762,636 in management fees, of which $534,974 was waived, $75,135 was
paid to the Manager, and the balance was paid to the Sub-Adviser.
During the fiscal year ended June 30, 2007, $154,124 was paid under Part I
of the Fund's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $4,386 was retained by the Distributor. With respect to
Class C Shares, during the same period $115,372 was paid under Part II of the
Plan and $38,457 was paid under the Shareholder Services Plan. Of the total
payments under Parts I and II of the Plan of $153,829, the Distributor received
$38,573. All of such payments were for compensation. With respect to Class I
Shares, during the same period $1,498 was paid under Part III of the Plan and
$1,124 was paid under the Shareholder Services Plan.
During the fiscal year ended June 30, 2007 the Fund paid $5,493 to
Butzel Long, a professional corporation ("Butzel Long"), independent counsel to
the Fund, and $63,401 to Hollyer Brady Barrett & Hines LLP, predecessor to
Butzel Long, for legal services. Edward M.W. Hines, Secretary of the Fund, is a
shareholder of Butzel Long, and was a partner of Hollyer Brady Barrett & Hines
LLP.
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 Timothy J. Leach, William J. Nightingale, James R.
Ramsey, J. William Weeks and Laureen L. White. 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.
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 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
Independent 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, 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)
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 Independent Trustees, as the Fund's independent registered
public accounting firm for the fiscal year ending June 30, 2008. Such selection
is submitted to the shareholders for ratification or rejection.
The following table represents fees for professional audit services
rendered by TWB for the audit of the Fund's annual financial statements, and
fees billed for other services rendered by TWB for the fiscal years ended June
30, 2006 and 2007.
2006 2007
Audit Fees $14,000 $14,000
Audit related fees 0 0
------- ------
Audit and audit related fees $14,000 $14,000
Tax fees (1) 3,000 3,000
All other fees 0 0
------ ------
Total $17,000 $17,000
====== ======
(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 has reviewed all services performed and fees
charged by TWB and has accepted TWB's representation that it is independent in
recommending re-appointment of it for the fiscal year ending June 30, 2008.
TWB has no direct or indirect financial interest in the Fund, the
Manager or the Sub-Adviser. It is expected that representatives of TWB will not
be present at the meeting but will be available should any matter arise
requiring their presence.
Vote Required
Approval requires the affirmative votes of a majority of the shares
present.
Shareholder Proposals
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under certain
conditions, be included in the Fund's proxy statement and proxy card for a
particular annual meeting. One of these conditions relates to the timely receipt
by the Fund of any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Fund's next annual meeting after the
meeting to which this Proxy Statement relates must be received by the Fund not
less than 120 days before the anniversary of the date of this Proxy Statement.
Accordingly, a shareholder proposal intended to be presented at the Fund's 2008
annual meeting must be received by the Fund by May 6, 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 July 18, 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
Narragansett Insured Tax-Free Income Fund
Notice of Annual Meeting of Shareholders
to be held on October 16, 2007
PROXY STATEMENT
NARRAGANSETT INSURED TAX-FREE INCOME FUND
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET VOTING
www.proxyvote.com/aquila
To vote your shares by the Internet, contact the Fund at
www.proxyvote.com/aquila. Follow the simple instructions at the website, using
this proxy card as a guide. If you vote by the Internet, you need not return the
proxy card by mail.
TELEPHONE VOTING
1-877-587-0761
To vote your shares by telephone, call toll-free 1-877-587-0761. Follow the
simple recorded instructions using this proxy card as a guide. If you vote by
phone, you need not return the proxy card by mail.
VOTE BY MAIL
You can vote your shares by completing and returning this proxy card. Please
mark this proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
TO VOTE: MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Narragansett Insured Tax-Free Income Fund
1. Election of Trustees Nominees:
01) David A. Duffy* 02) Diana P. Herrmann*
03) Timothy J. Leach 04) William J. Nightingale
05) James R. Ramsey 06) J. William Weeks
07) Laureen L. White
* 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 below.
- --------------------
[sentences below bolded in printed form]
Management recommends a vote FOR all nominees listed above and FOR the proposal
listed below. The shares represented hereby will be voted as indicated at right
or FOR if no choice is indicated.
2. Action on selection of Tait, Weller & Baker LLP as independent registered
public accounting firm. (Proposal No. 2 in Proxy Statement)
For Against Abstain
-- -- --
[--] [--] [--]
As to any other matter said proxies shall vote in accordance with their best
judgment.
For address changes and/or comments, please check this box and write them on
the back where indicated.
_
[_]
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY CARD. When signing
as a custodian, attorney, executor, administrator, trustee, guardian, etc.,
please sign your full title as such. Joint owners should each sign.
- ----------------------------------------- ----
Signature(s) (PLEASE SIGN WITHIN THE BOX) Date
Yes No
-- --
I plan to attend the annual meeting in Providence. [__] [__]
<page>
Aquila Group of Fundssm
Narragansett Insured Tax-Free Income Fund
Proxy for Shareholder Meeting - October 16, 2007
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) on the reverse do/does hereby appoint DIANA
P. HERRMANN, CHARLES E. CHILDS, III and EDWARD M. W. HINES, or any of them, as
attorneys and proxies of the undersigned, with full power of substitution, to
attend the Annual Meeting of Shareholders of the Fund to be held on Tuesday,
October 16, 2007 at the Rhode Island Convention Center, One Sabin Street,
Providence, Rhode Island, at 9:00 a.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 on the reverse.
Please read the proxy statement prior to voting.
Annual Meeting Attendance - You are encouraged to attend the Annual Meeting of
Shareholders. If you can attend, please so indicate on the proxy card or e-mail
us at info@aquilafunds.com
Address Changes/Comments: -------------------------------
- ---------------------------------------------------------
(If you noted any Address Changes/Comments above, please mark corresponding box
on the reverse side.)
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED ON THE REVERSE SIDE.