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:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] 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 Funds

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

Notice of Special Meeting of
Shareholders to Be Held
on April 21, 2009

To Shareholders of the Fund:

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

Place: (a) at the offices of the Fund,
380 Madison Avenue
New York, NY 10017

Time: (b) on Tuesday, April 21, 2009
at 2:00 p.m. Eastern Daylight Time;

Purposes: (c) for the following purposes:

(i) to act upon a new Sub-Advisory Agreement No. 1
(Proposal No. 1)

(ii) to act on ratification of a Sub-Advisory
Agreement No. 2, previously approved; (Proposal
No. 2)

Who Can
Vote What
Shares: (d) To vote at the Special Meeting, you must have
been a shareholder on the Fund's records at the
close of business on January 23, 2009 (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 Special
Meeting (or any adjourned meeting or meetings).

By order of the Board of Trustees,

EDWARD M. W. HINES
Secretary

February __, 2009

Please Note:

If you do not expect to attend the Special 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 Notice preceding this Proxy Statement is to advise you of the time,
place and purpose of a Special 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 at the
meeting.

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 February
__, 2009.

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." You may
direct the proxy holders to vote your shares on the proposals by marking the
appropriate box "For" or "Against" or instruct them not to vote your shares on a
proposal by marking the "Abstain" box. If you return your signed proxy card and
do not mark a box on a 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 numbers 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 numbers 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 at the
meeting 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 at
the meeting. They will be counted as present at the meeting in determining
voting results, and will therefore have the same effect as negative votes.

The Fund is sending you the Notice and Proxy Statement in connection
with the solicitation by its Trustees of proxies to be used at the Special
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 Special Meeting, this means the
meeting held at the scheduled time or any adjourned meeting or meetings.

The Sub-Adviser is paying 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
Sub-Adviser will pay these firms their out-of-pocket expenses for doing so.
Because your vote is important, the Fund may telephone you to urge you to vote.

On the record date, the Fund had four classes of shares outstanding. All
shareholders of the Fund are entitled to vote at the Special 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, $10.49; Class C Shares, $10.49; Class Y Shares, $10.49; and Class I
Shares, $10.49. The meeting is expected to act only upon matters that affect the
Fund as a whole: actions on new Sub-Advisory Agreements. 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, 12,642,114; Class C Shares, 1,018,025;
Class Y Shares, 4,764,048; and Class I Shares, 29,420.

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.

UPDATE

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

Institutional 5% shareholders:

Merrill Lynch Pierce, 1,271,588 Class A Shares 10.06%
Fenner & Smith 450,457 Class C Shares 44.25%
4800 Deer Lake Dr. East
Jacksonville, FL

Citizens Bank of Rhode Island 3,260,440 Class Y Shares 68.44%
870 Westminster Street
Providence, RI

SEI Trust Company 334,292 Class Y Shares 7.02%
One Freedom Valley Drive
Oaks, PA

Charles Schwab and Co. Inc. 29,420 Class I Shares 100.00%
101 Montgomery Street
San Francisco, CA

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.

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.

Consideration of
Sub-Advisory Agreements Nos. 1 and 2
(Proposals Nos. 1 and 2)

Background and Reasons for the Proposals

About Sub-Advisory Agreement No. 1.

Citizens Investment Advisors, the Sub-Adviser of the Fund (the
"Sub-Adviser"), is a department of RBS Citizens, N.A., a bank subsidiary of
Citizens Financial Group, Inc. ("CFG"). CFG is a wholly-owned subsidiary of The
Royal Bank of Scotland Group, PLC ("RBSG"). The Sub-Adviser acted as such under
a Sub-Advisory Agreement (the "Old Sub-Advisory Agreement") dated November 14,
1997, which was approved by the shareholders in November 14, 1997.

In October, 2008 the government of the United Kingdom ("U.K.") directed
RBSG to raise 20 billion pounds of additional capital by a sale of shares. At
such time, it was noted that the U.K. government, through Her Majesty's Treasury
("HMT"), would purchase any shares not sold in the offering, which closed on
November 29, 2008. The purchase by HMT of the balance of the offering was
completed on December 1, 2008. Shortly thereafter, the Board of Trustees of the
Fund was informed that as a result of the transaction, HMT acquired shares
constituting 57.92% of the enlarged ordinary (voting) share capital of RBSG, as
well as (pound)5 billion of non-cumulative non-voting Preference Shares in RBSG.
HMT's investment in RBSG is being managed on a commercial basis by a new
arm's-length company, UK Financial Investments Limited, which is wholly owned by
HMT.

The acquisition of voting shares of RBSG by HMT resulted in a change of
control of RBSG as defined by the Investment Company Act of 1940 (the "1940
Act"). As a consequence of this change of control of the Sub-Adviser's corporate
parent, the Old Sub-Advisory Agreement terminated by its terms. It was replaced
on December 5, 2008, effective as of December 1, 2008, by a new Sub-Advisory
Agreement ("Sub-Advisory Agreement No. 1"), approved by the Board of Trustees.
Sub-Advisory Agreement No. 1 has the same terms and conditions as the Old
Sub-Advisory Agreement except that it contains additional provisions, applicable
only to the period prior to the earlier of its approval by shareholders or its
termination, that give effect to the following regulatory requirements:

Sub-Advisory Agreement No. 1 can remain in effect for 150 days from
December 1 -- that is, until April 30, 2009 - unless it is earlier terminated or
approved by the shareholders of the Fund. If it is approved by the shareholders
it will continue in effect, subject to annual renewals. If neither event occurs,
Sub-Advisory Agreement No. 1 will terminate on April 30, 2009. Until the
shareholder vote on Sub-Advisory Agreement No. 1 takes place, the fees earned by
the Sub-Adviser and paid by the Manager under Sub-Advisory Agreement No. 1 will
be held in an interest-bearing escrow account with a bank. If the shareholders
approve Sub-Advisory Agreement No. 1, the amount in the escrow account
(including interest earned) will be paid to the Sub-Adviser within 30 days of
such approval; if the Fund's shareholders do not approve the agreement (or the
agreement is terminated prior to the shareholder vote) the Sub-Adviser will be
paid within 30 days of the failure to receive approval, out of the escrow
account, the lesser of:

(1) Any costs incurred in performing its responsibilities under the
agreement during the intervening period (plus interest earned on
that amount while in escrow); or

(2) The total amount in the escrow account (plus interest earned).

The Sub-Adviser has advised the Fund that the change of control of its
indirect parent did not, and is not expected to, result in any changes in the
management or operations of the Sub-Adviser.

The Board also authorized calling this Special Meeting of Shareholders
of the Fund to consider approval of Sub-Advisory Agreement No. 1.

About Sub-Advisory Agreement No. 2.

In October 2008, the shareholders were asked to, and did, approve
another sub-advisory agreement with the Sub-Adviser ("Sub-Advisory Agreement No.
2") which has substantially the same terms and conditions as the Old
Sub-Advisory Agreement and Sub-Advisory Agreement No. 1.

Shareholder approval of Sub-Advisory Agreement No. 2 was
sought in connection with a proposed change in control of the Manager, which,
when effected, would have also resulted in termination of the Old Sub-Advisory
Agreement. The transactions by which change of control of the Manager will be
effected are expected to occur in 2009, but have not yet taken place.

Shareholder approval for Sub-Advisory Agreement No. 2 was obtained in
October 2008, before the December 2008 change in control of the Sub-Adviser's
corporate parent, which gave rise to Sub-Advisory Agreement No. 1. Accordingly,
the Board of Trustees of the Fund considers it appropriate to seek shareholder
ratification of the previous approval of Sub-Advisory Agreement No. 2 in light
of the December 2008 change of control. The proxy material furnished to the
shareholders in connection with their October 2008 vote is attached as Exhibit
C.

The effect of shareholder approval of both agreements will be that
Sub-Advisory Agreement No. 1 will continue in effect until the transaction
causing a change of control of the Manager takes place, when it will be
superseded by Sub-Advisory Agreement No. 2.

None of these transactions will result in any change in the fees or
operations of the Sub-Adviser.

Action on Proposed
Sub-Advisory Agreement No. 1
(Proposal No. 1).

Information About The Sub-Adviser

Citizens Investment Advisors, the Sub-Adviser, is a department of RBS
Citizens, N.A., a bank subsidiary of Citizens Financial Group, Inc. ("CFG"). CFG
is a wholly-owned subsidiary of The Royal Bank of Scotland Group, PLC. CFG is a
$160 billion commercial bank holding company. It is headquartered in Providence,
Rhode Island, and, through its subsidiaries, has more than 1,600 branches, more
than 3,500 ATMs and more than 24,000 employees. It operates its branch network
in 13 states and has non-branch retail and commercial offices in about 40
states.

Salvatore C. DiSanto has managed the Fund's portfolio since the
inception of the Fund in September 1992. Mr. DiSanto, a Senior Vice President of
RBS Citizens, N.A., has been employed by the Sub-Adviser for over 50 years and
has been involved in portfolio management for the last 43 years.

Jeffrey K. Hanna, also an officer of the Sub-Adviser, is the co-manager
of the Fund. He has held this position since 2005. He was formerly an assistant
portfolio manager of the Fund and served as such since 2000. Mr. Hanna, a Vice
President of RBS Citizens, N.A., has been with the company since 1988.

The name and principal occupations of the Board of Directors of
Citizens Financial Group, Inc., and RBS Citizens, N.A., are as follows:

Name of Director Position

Lawrence K. Fish Chairman, Citizens Financial Group
Chairman, RBS Americas

Ellen Alemany Chief Executive Officer, Citizens Financial Group
Chief Executive Officer, RBS Americas

James G. Connolly President, Citizens Financial Group, Inc.
President, RBS Citizens, N.A.

James S. Davis Chairman and Chief Executive Officer
New Balance Athletic Shoe, Inc.

Francis A. Doyle President and Chief Executive Officer
Connell Limited Partnership

Edmond J. English Chief Executive Officer
Bob's Discount Furniture

William P. Hankowsky Chairman, President & CEO
Liberty Property Trust

Charles J. ("Bud") Koch Former Chairman, Charter One

Dr. Graham B. Spanier President, Penn State University

Shivan S. Subramaniam Chairman and Chief Executive Officer
FM Global

Gordon Pell Chief Executive, Retail Markets
The Royal Bank of Scotland Group plc

Basis for the Trustees' Approval of the Sub-Advisory Agreement No. 1

The continuance until April, 2009 and, if it is approved before that
date by the shareholders of the Fund, until December 31, 2009 of Sub-Advisory
Agreement No. 1 was approved by the Board of Trustees and the independent
Trustees in December 2008. At a meeting called and held for that purpose at
which a majority of the independent Trustees were present in person, the
following materials were considered:

o Copies of the Old Sub-Advisory Agreement;

o A term sheet describing the material terms of the Old Sub-Advisory
Agreement;

o The Annual Report of the Fund for the year ended June 30, 2008

o A report, prepared by the Manager and provided to the Trustees for the
Trustees' review, containing data about the performance of the Fund, data
about its fees, expenses and purchases and redemptions of capital stock
together with comparisons of such data with similar data about other
comparable funds, as well as data as to the profitability of the
Sub-Adviser; and

o Quarterly materials reviewed at prior meetings on the Fund's performance,
operations, portfolio and compliance.

The Trustees considered Sub-Advisory Agreement No. 1 separately as well
as in conjunction with other possible renewals to determine their combined
effects on the Fund. The Trustees reviewed materials relevant to, and
considered, the factors set forth below, and as to each agreement reached the
conclusions described.

The nature, extent, and quality of the services provided by the Sub-Adviser.

The Sub-Adviser has provided local management of the Fund's portfolio. The
Trustees noted that the Sub-Adviser employed Salvatore C. DiSanto and Jeffrey K.
Hanna as co-portfolio managers for the Fund and had provided facilities for
credit analysis of the Fund's portfolio securities. Messrs. DiSanto and Hanna,
based in Providence, have provided local information regarding specific holdings
in the Fund's portfolio. The portfolio managers have also been available to and
have met with the brokerage and financial planner community and with investors
and prospective investors to provide them with information generally about the
Fund's portfolio, with which to assess the Fund as an investment vehicle for
residents of Rhode Island in light of prevailing interest rates and local
economic conditions. In addition, one or both of them have been present at all
regular meetings of the Board and Shareholders.

The Board considered that the Sub-Adviser had provided all services the
Board deemed necessary or appropriate, including the specific services that the
Board has determined are required for the Fund, given that its purpose is to
provide shareholders with as high a level of current income exempt from Rhode
Island state and regular Federal income taxes as is consistent with preservation
of capital. It noted that compared to other Rhode Island state-specific
municipal bond funds, the portfolio of the Fund was of higher quality, was the
only fund in the state with 100% of its portfolio instruments insured or
pre-refunded, and contained no securities subject to the alternative minimum
tax.

The Board concluded that the services provided were appropriate and
satisfactory and that the Fund would be well served if they continued.
Evaluation of this factor weighed in favor of approval of Sub-Advisory Agreement
No 1.

The investment performance of the Fund and Sub-Adviser.

The Board reviewed each aspect of the Fund's performance and compared
its performance with that of its local competitors, with national averages and
with the benchmark index. It was noted that the materials provided by the
Manager indicated that compared to the two competitive Rhode Island funds, the
Fund's average annual total return outperformed that of all of its two peers for
the one, five- and ten-year periods. The Board considered these results to be
consistent with the purposes of the Fund.

The Board concluded that the performance of the Fund was good in light
of market conditions, the length of its average maturities, its investment
objectives and its long-standing emphasis on minimizing risk. Evaluation of this
factor indicated to the Trustees that approval of Sub-Advisory Agreement No. 1
would be appropriate.

The costs of the services to be provided and profits to be realized by the
Sub-Adviser and its affiliates from their relationship with the Fund.

The information provided in connection with approval contained expense
data for the Fund and its local competitors as well as data for insured
single-state funds and all single-state tax-free municipal bond funds
nationwide, including data for all such front-end load funds of a comparable
asset size. The materials also showed the profitability to the the Sub-Adviser
of its services to the Fund. The Board noted that the Sub-Adviser was currently
waiving a portion of its fees and had been since the Fund's inception.
Additionally, it was noted that the Manager had contractually undertaken to
waive fees and/or reimburse Fund expenses during the period July 1, 2008 through
June 30, 2009 so that total Fund expenses would not exceed 0.83 of 1% for Class
A Shares. The Manager had indicated that it intended to continue waiving fees as
necessary in order that the Fund would remain competitive.

The Board compared the expense and fee data with respect to the Fund to
similar data about other funds that it found to be relevant. The Board concluded
that the expenses of the Fund and the fees paid were generally lower than those
being paid by single-state tax-free municipal bond funds nationwide, and by the
Fund's local competitors.

The Board further concluded that the profitability to the Sub-Adviser
did not argue against approval of the fees to be paid under Sub-Advisory
Agreement No. 1.

The extent to which economies of scale would be realized as the Fund grows.

Data provided to the Trustees showed that the Fund's asset size had
been generally increasing in recent years. The Trustees also noted that the
materials indicated that the Fund's fees were already generally lower than those
of its peers, including those with breakpoints. Additionally, the Trustees noted
that both the Manager and Sub-Adviser were currently waiving a substantial
portion of their respective fees. Evaluation of these factors indicated to the
Board that Sub-Advisory Agreement should be approved without addition of
breakpoints at this time.

Benefits derived or to be derived by the Sub-Adviser and their affiliates from
their relationships with the Fund.

The Board observed that the Sub-Adviser and its affiliates, by
providing services to a number of clients including the Fund, were able to
spread costs as they would otherwise be unable to do. The Board noted that while
that produces efficiencies and increased profitability for the Sub-Adviser and
its affiliates, it also makes their services available to the Fund at favorable
levels of quality and cost which are more advantageous to the Fund than would
otherwise have been possible.

Description of Sub-Advisory Agreement No. 1

The Sub-Adviser provides the Fund with local advisory services. Under
Sub-Advisory Agreement No. 1, the Manager will pay the Sub-Advisor a fee payable
monthly and computed on the net asset value of the Fund as of the close of
business each business day at the annual rate of 0.23 of 1% of such net asset
value.

Proposed Sub-Advisory Agreement No. 1 is substantially identical to the
Old Sub-Advisory Agreement except as discussed above under "Background and
Reasons for the Proposals" and with respect to its duration. For a complete
understanding of Sub-Advisory Agreement No. 1, please refer to the form of
Sub-Advisory Agreement No. 1 provided as Exhibit A.

Action Requested

The Trustees of the Fund recommend that the shareholders of the Fund vote
to approve Sub-Advisory Agreement No. 1.

Vote Required

The favorable vote of the holders of a majority (as defined in the 1940
Act) of the outstanding shares of the Fund is required for the approval of this
Proposal No 1. Under the 1940 Act, the vote of the holders of a majority of the
outstanding shares of the Fund means the vote of the holders of the lesser of
(a) 67% or more of the shares of the Fund present at the Meeting or represented
by proxy if the holders of more than 50% of such shares are so present or
represented, or (b) more than 50% of the outstanding shares of the Fund, with
one (1) 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 all of the Fund's four outstanding
classes of shares.

If necessary or desirable, the meeting can be adjourned by the
affirmative vote of a majority of the shares present in person or by proxy. In
voting for an adjournment, the proxies will consider all relevant factors,
including possible delay of receipt of proxies and whether or not a substantial
number of negative votes have been cast with respect to any proposal. The
proxies of shareholders who have voted by proxy against a proposal will be voted
against adjournment.

If this proposal is not approved by the shareholders the Board of
Trustees will consider what further action is appropriate, which could include
calling another shareholder meeting.

Action on Proposed
Sub-Advisory Agreement No. 2
(Proposal No. 2).

The shareholders have previously approved Sub-Advisory Agreement No. 2
as discussed under "Background and Reasons for the Proposals." The shareholders
are being asked to re-approve that agreement in light of the subsequent change
of control of the Sub-Adviser's corporate parent.

Basis for the Trustees' Approval of the Sub-Advisory Agreement No. 2

The continuance for its initial period of Sub-Advisory Agreement No. 2
was approved by the Board of Trustees and the independent Trustees in June,
2008. At a meeting called and held for that purpose at which a majority of the
independent Trustees were present in person, the Trustees considered the same
materials that were furnished for their consideration of Sub-Advisory Agreement
No. 1, described above. The Trustees evaluated and approved Sub-Advisory
Agreement No. 2 on the same basis as for Sub-Advisory Agreement No. 1, described
below.

Description of the Sub-Advisory Agreement No. 2

The Sub-Adviser provides the Fund with local advisory services. Under
Sub-Advisory Agreement No. 2, the Manager will pay the Sub-Advisor a fee payable
monthly and computed on the net asset value of the Fund as of the close of
business each business day at the annual rate of 0.23 of 1% of such net asset
value.

Proposed Sub-Advisory Agreement No. 2 is substantially identical to the
Old Sub-Advisory Agreement and Sub-Advisory Agreement No. 1, except for the date
on which it will commence and the fact that it lacks the additional provisions
in Sub-Advisory Agreement No. 1, discussed above, relating to that agreement's
initial, interim, period. For a complete understanding of Sub-Advisory Agreement
No. 2, please refer to the form of Sub-Advisory Agreement No. 2 provided as
Exhibit B.

Action Requested

The Trustees of the Fund recommend that the shareholders of the Fund vote
to approve Sub-Advisory Agreement No. 2.

Vote Required

The vote required is the same as that for Proposal No. 1. Please refer to
the description provided under Proposal No. 1.

Exhibit A

NARRAGANSETT INSURED TAX-FREE INCOME FUND
SUB-ADVISORY AGREEMENT
(No. 1)

THIS AGREEMENT, made as of December 1, 2008 by and between AQUILA
INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the "Manager"),
380 Madison Avenue, Suite 2300, New York, New York 10017 and CITIZENS INVESTMENT
ADVISORS, (the "Sub-Adviser"), a department of RBS Citizens, N.A., One Citizens
Plaza, Providence, Rhode Island 02903-1339.

W I T N E S S E T H :

WHEREAS, Narragansett Insured Tax-Free Income Fund (the "Fund") is a
Massachusetts business trust which is registered under the Investment Company
Act of 1940 (the "Act") as an open-end, non-diversified management investment
company;

WHEREAS, the Manager has entered into an Advisory and Administration
Agreement with the Fund (the "Advisory and Administration Agreement") pursuant
to which the Manager shall act as investment adviser with respect to the Fund;
and

WHEREAS, pursuant to paragraph 2 of the Advisory and Administration
Agreement, the Manager wishes to retain the Sub-Adviser for purposes of
rendering investment advisory services to the Manager in connection with the
Fund upon the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:

1. In General

The Manager hereby appoints the Sub-Adviser to render, to the Manager
and to the Fund, investment research and advisory services as set forth below
under the supervision of the Manager and subject to the approval and direction
of the Board of Trustees of the Fund. The Sub-Adviser shall, all as more fully
set forth herein, act as managerial investment adviser to the Fund with respect
to the investment of the Fund's assets, and supervise and arrange the purchase
of securities for and the sale of securities held in the portfolio of the Fund.

2. Duties and Obligations of the Sub-Adviser With Respect To Investment of the
Assets of the Fund

(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Manager and the Board of Trustees of the Fund,
the Sub-Adviser shall:

(i) supervise continuously the investment program of the Fund and the
composition of its portfolio;

(ii) determine what securities shall be purchased or sold by the Fund;

(iii) arrange for the purchase and the sale of securities held in the portfolio
of the Fund;

(iv) at its expense provide for pricing of the Fund's portfolio daily using a
pricing service or other source of pricing information satisfactory to the
Fund and, unless otherwise directed by the Board of Trustees, provide for
pricing of the Fund's portfolio at least quarterly using another such
source satisfactory to the Fund; and

(v) consult with the Manager in connection with its duties hereunder.

(b) Any investment program furnished by the Sub-Adviser under this
section shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the Act and any rules or regulations in force
thereunder; (2) any other applicable laws, rules and regulations; (3) the
Declaration of Trust and By-Laws of the Fund as amended from time to time; (4)
any policies and determinations of the Board of Trustees of the Fund; and (5)
the fundamental policies of the Fund, as reflected in its Registration Statement
under the Act or as amended by the shareholders of the Fund.

(c) The Sub-Adviser shall give to the Manager and to the Fund the
benefit of its best judgment and effort in rendering services hereunder, but the
Sub-Adviser shall not be liable for any loss sustained by reason of the adoption
of any investment policy or the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon (i)
its own investigation and research or (ii) investigation and research made by
any other individual, firm or corporation, if such purchase, sale or retention
shall have been made and such other individual, firm or corporation shall have
been selected in good faith by the Sub-Adviser.

(d) Nothing in this Agreement shall prevent the Sub-Adviser or any
affiliated person (as defined in the Act) of the Sub-Adviser from acting as
investment adviser or manager for any other person, firm or corporation and
shall not in any way limit or restrict the Sub-Adviser or any such affiliated
person from buying, selling or trading any securities for its own or their own
accounts or for the accounts of others for whom it or they may be acting,
provided, however, that the Sub-Adviser expressly represents that, while acting
as Sub-Adviser, it will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations to the Fund under this
Agreement.

(e) In connection with its duties to arrange for the purchase and sale
of the Fund's portfolio securities, the Sub-Adviser shall select such
broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement
the policy of the Fund to achieve "best execution," i.e., prompt, efficient, and
reliable execution of orders at the most favorable net price. The Sub-Adviser
shall cause the Fund to deal directly with the selling or purchasing principal
or market maker without incurring brokerage commissions unless the Sub-Adviser
determines that better price or execution may be obtained by paying such
commissions; the Fund expects that most transactions will be principal
transactions at net prices and that the Fund will incur little or no brokerage
costs. The Fund understands that purchases from underwriters include a
commission or concession paid by the issuer to the underwriter and that
principal transactions placed through dealers include a spread between the bid
and asked prices. In allocating transactions to dealers, the Sub-Adviser is
authorized to consider, in determining whether a particular dealer will provide
best execution, the dealer's reliability, integrity, financial condition and
risk in positioning the securities involved, as well as the difficulty of the
transaction in question, and thus need not pay the lowest spread or commission
available if the Sub-Adviser determines in good faith that the amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by the dealer, viewed either in terms of the particular
transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing
basis, the transaction in question could be allocated to two or more dealers,
the Sub-Adviser is authorized, in making such allocation, to consider whether a
dealer has provided research services, as further discussed below. Such research
may be in written form or through direct contact with individuals and may
include quotations on portfolio securities and information on particular issuers
and industries, as well as on market, economic, or institutional activities. The
Fund recognizes that no dollar value can be placed on such research services or
on execution services and that such research services may or may not be useful
to the Fund and may be used for the benefit of the Sub-Adviser or its other
clients.

(f) The Sub-Adviser agrees to maintain, and to preserve for the periods
prescribed, such books and records with respect to the portfolio transactions of
the Fund as are required by applicable law and regulation, and agrees that all
records which it maintains for the Fund on behalf of the Manager shall be the
property of the Fund and shall be surrendered promptly to the Fund or the
Manager upon request.

(g) The Sub-Adviser agrees to furnish to the Manager and to the Board
of Trustees of the Fund such periodic and special reports as each may reasonably
request.

(h) It is agreed that the Sub-Adviser shall have no responsibility or
liability for the accuracy or completeness of the Fund's Registration Statement
under the Act and the Securities Act of 1933, except for information supplied by
the Sub-Adviser for inclusion therein. The Sub-Adviser shall promptly inform the
Fund as to any information concerning the Sub-Adviser appropriate for inclusion
in such Registration Statement, or as to any transaction or proposed transaction
which might result in an assignment (as defined in the Act) of this Agreement.

(i) The Sub-Adviser shall not be liable for any error in judgment or
for any loss suffered by the Fund or its security holders in connection with the
matters to which this Agreement relates, except a loss resulting from wilful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. Nothing in this Agreement shall, or shall be construed to, waive or
limit any rights which the Fund may have under federal and state securities laws
which may impose liability under certain circumstances on persons who act in
good faith.

(j) To the extent that the Manager is indemnified under the Fund's
Declaration of Trust with respect to the services provided hereunder by the
Sub-Adviser, the Manager agrees to provide the Sub-Adviser the benefits of such
indemnification.

3. Allocation of Expenses

The Sub-Adviser shall bear all of the expenses it incurs in fulfilling
its obligations under this Agreement. In particular, but without limiting the
generality of the foregoing, the Sub-Adviser shall furnish, at the Sub-Adviser's
expense, all office space, facilities, equipment and clerical personnel
necessary for carrying out its duties under this Agreement. The Sub-Adviser
shall supply, or cause to be supplied, to any investment adviser, administrator
or principal underwriter of the Fund all necessary financial information in
connection with such adviser's, administrator's or principal underwriter's
duties under any agreement between such adviser, administrator or principal
underwriter and the Fund. The Sub-Adviser will also pay all compensation of the
Fund's officers, employees, and Trustees, if any, who are affiliated persons of
the Sub-Adviser.

4. Compensation of the Sub-Adviser

(a) The Manager agrees to pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation for all services rendered by the
Sub-Adviser as such, a management fee payable monthly and computed on the net
asset value of the Fund as of the close of business each business day at the
annual rate of 0.23 of 1% of such net asset value.
(b) Until this Agreement is approved by a vote of the holders of a
"majority" (as defined in the Act) of the outstanding voting securities of the
Fund in accordance with Rule 15a-4 under the Act, the fees earned by the
Sub-Adviser and paid by the Manager hereunder will be held in an
interest-bearing escrow account with a bank; if a majority of the Fund's
outstanding voting securities approve a contract with the Sub-Adviser by the end
of the 150-day period commencing on the effective date of this Agreement, the
amount in the escrow account (including interest earned) will be paid to the
Sub-Adviser within 30 days of such approval; and if a majority of the Fund's
outstanding voting securities do not approve this Agreement, the Sub-Adviser
will be paid within 30 days of the failure to receive approval, out of the
escrow account, the lesser of:

(1) Any costs incurred in performing the interim contract (plus
interest earned on that amount while in escrow); or

(2) The total amount in the escrow account (plus interest earned).

5. Duration and Termination

(a) This Agreement shall become effective on the date first above
written and shall, unless terminated as hereinafter provided, continue in effect
until the December 31 next preceding the second anniversary of the effective
date of this Agreement, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually (1) by a vote of the
Fund's Board of Trustees, including a vote of a majority of the Trustees who are
not parties to this Agreement or "interested persons" (as defined in the Act) of
any such party, with votes cast in person at a meeting called for the purpose of
voting on such approval, or (2) by a vote of the holders of a "majority" (as so
defined) of the outstanding voting securities of the Fund and by such a vote of
the Trustees.

(b) This Agreement may be terminated by the Sub-Adviser at any time
without penalty upon giving the Manager and the Fund sixty days' written notice
(which notice may be waived). This Agreement may be terminated by the Manager or
the Fund at any time without penalty upon giving the Sub-Adviser sixty days'
written notice (which notice may be waived by the Sub-Adviser), provided that
such termination by the Fund shall be directed or approved by a vote of a
majority of its Trustees in office at the time or by a vote of the holders of a
majority (as defined in the Act) of the voting securities of the Fund
outstanding and entitled to vote. This Agreement shall automatically terminate
in the event of its assignment (as defined in the Act) or the termination of the
Advisory and Administration Agreement.

(c) As provided in Rule 15a-4, this Agreement shall also terminate
automatically unless it is approved by a vote of the holders of a majority (as
defined in the Act) of voting securities of the Fund outstanding and entitled to
vote at a meeting to be held on or before the 150th day following the effective
date hereof. Until this Agreement is so approved, the Fund's Board of Trustees
or a majority of the Fund's outstanding voting securities may terminate this
Agreement at any time, without the payment of any penalty, on not more than 10
calendar days' written notice to the Sub-Adviser.

6. Notices of Meetings

The Manager agrees that notice of each meeting of the Board of Trustees
of the Fund will be sent to the Sub-Adviser and that Sub-Adviser will make
appropriate arrangements for the attendance (as persons present by invitation)
of such person or persons as the Sub-Adviser may designate.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers and their seals to
be hereunto affixed, all as of the day and year first above written.

ATTEST: AQUILA INVESTMENT MANAGEMENT LLC

By:______________________________
-------------------

ATTEST: CITIZENS INVESTMENT ADVISORS

By:______________________________
-------------------

Exhibit B

NARRAGANSETT INSURED TAX-FREE INCOME FUND
SUB-ADVISORY AGREEMENT
(No. 2)

THIS AGREEMENT, made as of _________ __, 2009 by and between AQUILA
INVESTMENT MANAGEMENT LLC, a Delaware limited liability company (the "Manager"),
380 Madison Avenue, Suite 2300, New York, New York 10017 and CITIZENS INVESTMENT
ADVISORS, (the "Sub-Adviser"), a department of RBS Citizens, N.A., One Citizens
Plaza, Providence, Rhode Island 02903-1339.

W I T N E S S E T H :

WHEREAS, the Manager has entered into an Advisory and Administration
Agreement as of the date hereof with the Fund (the "Advisory and Administration
Agreement") pursuant to which the Manager shall act as investment adviser with
respect to the Fund; and

1. In General

2. Duties and Obligations of the Sub-Adviser With Respect To Investment of the
Assets of the Fund

(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Manager and the Board of Trustees of the Fund,
the Sub-Adviser shall:

(i) supervise continuously the investment program of the Fund and the
composition of its portfolio;

(ii) determine what securities shall be purchased or sold by the Fund;

(iii) arrange for the purchase and the sale of securities held in the
portfolio of the Fund;

(iv) at its expense provide for pricing of the Fund's portfolio daily
using a pricing service or other source of pricing information
satisfactory to the Fund and, unless otherwise directed by the Board
of Trustees, provide for pricing of the Fund's portfolio at least
quarterly using another such source satisfactory to the Fund; and

(v) consult with the Manager in connection with its duties hereunder.

(g) The Sub-Adviser agrees to furnish to the Manager and to the Board
of Trustees of the Fund such periodic and special reports as each may reasonably
request.

3. Allocation of Expenses

4. Compensation of the Sub-Adviser

The Manager agrees to pay the Sub-Adviser, and the Sub-Adviser agrees
to accept as full compensation for all services rendered by the Sub-Adviser as
such, a management fee payable monthly and computed on the net asset value of
the Fund as of the close of business each business day at the annual rate of
0.23 of 1% of such net asset value.

5. Duration and Termination

(a) This Agreement shall become effective as of the date first written
above following approval by the shareholders of the Fund and shall, unless
terminated as hereinafter provided, continue in effect until the December 31
next preceding the first anniversary of the effective date of this Agreement,
and from year to year thereafter, but only so long as such continuance is
specifically approved at least annually (1) by a vote of the Fund's Board of
Trustees, including a vote of a majority of the Trustees who are not parties to
this Agreement or "interested persons" (as defined in the Act) of any such
party, with votes cast in person at a meeting called for the purpose of voting
on such approval, or (2) by a vote of the holders of a "majority" (as so
defined) of the outstanding voting securities of the Fund and by such a vote of
the Trustees.

6. Notices of Meetings

ATTEST: AQUILA INVESTMENT MANAGEMENT LLC

By:______________________________
-------------------

ATTEST: CITIZENS INVESTMENT ADVISORS

By:______________________________
-------------------

Exhibit C

Consideration of
A New Advisory and Administration Agreement
(Proposal No. 1 at the Special Meeting)

Background and Reasons for the Proposals

The Manager is the Fund's investment adviser under an Advisory and
Administration Agreement (the "Current Advisory Agreement"). Its investment
advisory duties, including portfolio management, have been delegated to the
Sub-Adviser, Citizens Investment Advisors, a department of RBS Citizens, N.A.,
under a sub-advisory agreement (the "Current Sub-Advisory Agreement"; together
with the Current Advisory Agreement, the "Current Agreements") described below.
The Current Advisory Agreement was approved by the shareholders of the Fund on
October 2, 2002. The Current Sub-Advisory Agreement was also approved by the
shareholders on November 14, 1997. Both have been renewed annually thereafter by
the Board of Trustees, most recently on November 30, 2007.

The Manager is a wholly-owned subsidiary of AMC. AMC, which was founded
in 1984, is currently controlled by Mr. Lacy B. Herrmann ("LBH") and his wife,
Mrs. Elizabeth B. Herrmann ("EBH"), directly and through certain trusts. These
ownership arrangements are described in detail below. Collectively, the current
owners of the shares of AMC are called the "Owners."

The Owners wish to ensure, to the maximum extent possible, the ongoing
continuity of management of the Manager and the Fund. Consistent with their
estate planning and tax objectives, they have sought through prudent planning to
structure an orderly generational transition of ownership changes of AMC among
the Owners (the "Transaction").

Although the proposed changes in ownership of AMC will not result in
any changes in the day-to-day operation of the Fund, the services provided to
it, the investment approach or style of the Manager with respect to the Fund, or
any increase in its advisory fees, the changes could be considered to result in
an "assignment" of the Current Advisory Agreement under the provisions of the
1940 Act. The 1940 Act provides generally that an advisory agreement of a mutual
fund must provide for its automatic termination in the event of an assignment
(as that term is defined in the 1940 Act), such as when a controlling block of
the Fund's investment adviser's voting securities is transferred. Under the 1940
Act, a person who does not own more than 25% of the voting securities of a
company shall be presumed not to control such company, while control is presumed
in an owner of more than 25%. As required by the 1940 Act, the Current Advisory
Agreement provides that in the event of an assignment, it terminates. Under the
current ownership arrangements such an assignment could also occur upon the
deaths of certain of the Owners. The Current Sub-Advisory Agreement contains a
provision that states that it terminates if the Current Advisory Agreement
terminates, and it also provides for its termination upon its assignment, which,
as with the Current Advisory Agreement, would occur upon the proposed ownership
changes.

In order to provide continuity of management services to the Fund, on
February 29, 2008, the Trustees approved a new advisory and administration
agreement (the "New Advisory Agreement") between the Manager and the Fund, which
will replace the Current Advisory Agreement when it terminates by reason of the
expected assignment. At the same time, the Trustees also approved a new
Sub-Advisory Agreement (the "New Sub-Advisory Agreement"; together with the New
Advisory Agreement, the "New Agreements") between the Manager and the
Sub-Adviser which will replace the Current Sub-Advisory Agreement which will
terminate by its terms when the Current Advisory Agreement terminates. The
Trustees are recommending that shareholders of the Fund approve the New
Agreements. As described below, the New Agreements are substantially identical
to the Current Agreements.

Under the 1940 Act a fund cannot enter into an advisory agreement, such
as the New Advisory Agreement, unless the shareholders of that fund vote to
approve the new agreement. The Shareholders must also approve the New
Sub-Advisory Agreement. The Trustees have carefully considered the matter, and
have concluded that it is appropriate to approve the New Advisory Agreement and
the New Sub-Advisory Agreement. Under the New Advisory Agreement, the Manager
shall continue, following the Transaction, to manage the Fund on the same terms
as are now in effect, thereby promoting stability of the Fund's management. No
change in the Fund's advisory fees or expenses is being proposed. Furthermore,
no changes are being proposed with respect to the services provided for the
Fund, the investment approach or style of the Manager with respect to the Fund,
or the personnel or operations of the Manager.

Information Regarding the Manager

The Manager is the Fund's investment adviser under the Current Advisory
Agreement. The Manager provides for investment supervision, including
supervising continuously the investment program of the Fund and the composition
of its portfolio, determining what securities will be purchased or sold by the
Fund and arranging for the purchase and the sale of securities held in the
portfolio of the Fund, and, at the Manager's expense, providing for pricing of
the Fund's portfolio daily. The Manager is also responsible for administrative
services, including providing for the maintenance of the headquarters of the
Fund, overseeing relationships between the Fund and the service providers to the
Fund and providing other administrative services.

Names, Addresses and Principal Occupations of Each Manager of the Manager

LBH is the Founder and Chairman Emeritus of each of the funds in the
Aquila Group of Funds. He previously served as Chairman of the Board of Trustees
of each of the funds in the Aquila Group of Funds. Additionally, LBH is the
Founder and Chairman of the Board of AMC (the sponsoring organization and parent
of the Manager or the administrator of each of the funds in the Aquila Group of
Funds), as well as the Chairman of the Manager. LBH has served as a Director of
the Aquila Group of Funds' distributor since 1981. LBH is a Trustee Emeritus of
Brown University and the Hopkins School, and remains active in university,
school and charitable organizations.

EBH is a Director of AMC and a Manager of the Manager. She does not
have any other position with AMC or the Manager. She is active with various
charitable and volunteer organizations. EBH is the wife of LBH.

Diana P. Herrmann ("DPH") is President and, in some instances, Vice
Chair of each of the funds in the Aquila Group of Funds. She serves as Vice
Chair, President, Chief Executive Officer and Director of AMC; Chief Executive
Officer, Vice Chair, President, Chief Operating Officer and Manager of the
Manager; and as Director of the distributor. She previously served as Trustee to
the Reserve Money-Market Funds (1999-2000) and Reserve Private Equity Series
(1998-2000). DPH currently serves as Governor, Investment Company Institute and
head of its Small Funds Committee, as well as Director of ICI Mutual Insurance
Company. She is active in charitable and volunteer organizations. DPH is the
daughter of LBH and EBH.

The address of each of the Managers of the Manager is c/o Aquila
Investment Management LLC, 380 Madison Avenue, Suite 2300, New York, NY 10017.

The Transaction

At the time of the Transaction, the AMC shares will be divided into two
classes: voting (the "Voting Shares") and non-voting (the "Non-Voting Shares").
Prior to dividing its share capital into two classes of shares, AMC has one
class of common shares, all of which are Voting Shares. 99.5% of the Voting
Shares are held directly by or in trust for the benefit of members of the
Herrmann family. The Voting Shares are held as follows:

Owner Direct Ownership Indirect Ownership* Total
LBH 24.9% 20.0% 44.9%
EBH 27.5% -- 27.5%
DPH 4.9% 20.0% 24.9%
Conrad B. Herrmann ("CBH") -- 0.2% 0.2%
Catherine E. Wolff ("CEW") -- 2.0% 2.0%
Other 0.5% -- 0.5%
Total 100.0%
* Indicates Voting Shares for which the indicated Owner has voting rights but does not directly own.

o LBH currently holds 24.9% of the Voting Shares directly; additionally
in his role as trustee (with voting rights) of a family trust for the
benefit of Conrad B. Herrmann ("CBH") (the "CBH Trust"), his son, LBH
holds voting rights with respect to an additional 20.0% of the Voting
Shares.

o EBH currently holds 27.5% of the Voting Shares directly.

o DPH holds 4.9% of the Voting Shares directly and, through her position
as trustee (with voting rights) of a family trust for her benefit (the
"DPH Trust"), holds voting rights with respect to an additional 20.0%
of the Voting Shares.

o CBH serves as trustee (with voting rights) of a trust for his own
benefit, and through his role as trustee (with voting rights) of that
trust holds voting rights with respect to 0.2% of the Voting Shares.

o Two family trusts (the "Family Trusts") hold 2.0% of the Voting Shares;
Catherine E. Wolff ("CEW"), a first cousin of DPH and CBH, currently
serves as trustee (with voting rights) of the Family Trusts.

In connection with their estate planning, LBH and EBH wish to (i)
transfer ownership of some of their Voting Shares, and (ii) appoint a new
trustee to serve as trustee for one of the trusts. Upon the consummation of the
Transaction, the ownership of the Voting Shares would be as follows:

Owner Direct Ownership Indirect Ownership* Total
LBH 24.9% -- 24.9%
T. Randolph Harris ("TRH") -- 24.9% 24.9%
EBH -- -- --
DPH 4.9% 20.0% 24.9%
CBH -- 0.2% 0.2%
CEW -- 24.6% 24.6%
Other 0.5% -- 0.5%
Total 100.0%

* Indicates Voting Shares for which the indicated Owner has voting rights but does not directly own.

o LBH will continue to hold 24.9% of the Voting Shares directly.

o 24.9% of the Voting Shares previously held by EBH will be held in a
trust for the benefit of EBH (the "EBH Trust"), with T. Randolph Harris
("TRH") serving as trustee (with voting rights).

o DPH's ownership will remain unchanged, such that she will continue to
hold, either directly or through her position as trustee (with voting
rights) of the DPH Trust, 24.9% of the Voting Shares.

o CBH's ownership will remain unchanged, such that he will continue to
hold voting rights with respect to 0.2% of the Voting Shares through
his position as trustee (with voting rights) of a trust for his own
benefit.

o CEW will replace LBH as trustee of the CBH Trust, such that she will
serve as trustee (with voting rights) with respect to 20.0% of the
Voting Shares. The Family Trusts will hold 4.6% of the Voting Shares
(including 2.6% of the Voting Shares previously held by EBH), with CEW
continuing as trustee (with voting rights) of the Family Trusts.
Through her position as trustee (with voting rights) of the CBH Trust
and of the Family Trusts, CEW will serve as trustee (with voting
rights) with respect to 24.6% of the Voting Shares in the aggregate.

Upon consummation of the Transaction, no individual will hold with
power to vote, directly or indirectly, more than 24.9% of the Voting Shares. As
previously stated, the Transaction will not result in any changes in the Fund's
advisory fees and expenses, the services provided, the investment approach or
style of the Manager with respect to the Fund, or the personnel or operations of
the Manager.

Although the Owners currently intend to consummate the Transaction, the
Transaction may not necessarily occur. For example, approval or disapproval by
the Fund's shareholders of the New Advisory Agreement, taken together with
consents or approvals for other funds in the Aquila Group of Funds, could affect
whether or not the Transaction occurs. It is possible, however, that the Owners
may proceed with the Transaction even if new contracts are approved by the
shareholders of less than all of the funds in the Aquila Group of Funds for
which the Manager serves as investment adviser (either because the shareholders
of one or more of such funds do not approve such fund's new advisory agreement
or because LBH or EBH dies before approvals are obtained for all such funds).
AMC currently expects that the Transaction will occur during the fourth quarter
of 2008 (or upon the earlier death of either LBH or EBH, as described below),
but the Transaction could be delayed. If for some reason the Transaction does
not occur, the automatic termination of the Current Agreements will not occur
and the New Agreements will not be entered into, even if they have been approved
by the Fund's shareholders.

Performance of the Current Advisory Agreement is currently guaranteed
by AMC. If the Transaction occurs, AMC will provide an identical guarantee of
performance of the New Advisory Agreement.

Notwithstanding the foregoing, if one or more of LBH or EBH dies after
the Fund's shareholders approve the New Advisory Agreement but before the
Manager obtains the approval or consent of the shareholders of all of the other
funds in the Aquila Group of Funds for which the Manager serves as investment
adviser, the surviving Herrmann family members may elect to proceed with the
contemplated direct and indirect ownership changes (as modified to reflect such
deaths, as described below), and the Fund's shareholders will be considered to
have approved the entry into the New Advisory Agreement after such death and the
resulting direct and indirect ownership changes. In such event, the ownership of
the Voting Shares would be as follows:

(A) If LBH dies before EBH:

Owner Direct Ownership Indirect Ownership Total
LBH -- -- --
BAS and then TRH -- 24.9% 24.9%
EBH 24.9% -- 24.9%
DPH 4.9% 20.0% 24.9%
CBH -- 0.2% 0.2%
CEW -- 24.6% 24.6%
Other 0.5% -- 0.5%
Total 100.0%

o 24.9% of the Voting Shares will be held first in LBH's estate, with
Barbara A. Sloan ("BAS") serving as executor (with voting rights), and
then in a marital trust for the benefit of EBH, with TRH serving as
trustee (with voting rights).

o EBH will hold 24.9% of the Voting Shares directly.

o DPH's ownership will remain unchanged, such that she will continue to
hold, either directly or through her position as trustee (with voting
rights) of the DPH Trust, 24.9% of the Voting Shares.

o CEW will replace LBH as trustee of the CBH Trust, such that she serves
as trustee (with voting rights) with respect to 20.0% of the Voting
Shares. The Family Trusts will hold 4.6% of the Voting Shares, with CEW
continuing as trustee (with voting rights) of the Family Trusts.
Through her position as trustee (with voting rights) of the CBH Trust
and of the Family Trusts, CEW will serve as trustee (with voting
rights) with respect to 24.6% of the Voting Shares in the aggregate.

In such event, no individual will hold, directly or indirectly, more than
24.9% of the Voting Shares. The changes in ownership of the Voting Shares
will not result in any changes in the Fund's advisory fees and expenses,
services provided, the investment approach or style of the Manager with
respect to the Fund, or personnel or operations of the Manager (except that
LBH would no longer serve as a Manager or officer).

(B) If EBH dies before LBH:

Owner Direct Ownership Indirect Ownership Total
LBH 24.9% -- 24.9%
EBH -- -- --
BAS and then TRH -- 24.9% 24.9%
DPH 4.9% 20.0% 24.9%
CBH -- 0.2% 0.2%
CEW -- 24.6% 24.6%
Other 0.5% -- 0.5%
Total 100.0%

o LBH will continue to hold 24.9% of the Voting Shares directly.

o 24.9% of the Voting Shares will be held first in EBH's estate, with BAS
serving as executor (with voting rights), and then in a marital trust
for the benefit of LBH, with TRH serving as trustee (with voting
rights).

o DPH's ownership will remain unchanged, such that she will continue to
hold, either directly or through her position as trustee (with voting
rights) of the DPH Trust, 24.9% of the Voting Shares.

Basis for the Trustees' Approval of the New Advisory Agreement

The Board of Trustees and the independent Trustees approved the renewal
until December 31, 2008 of the Current Advisory Agreement in November, 2007 at a
meeting called and held for that purpose at which a majority of the independent
Trustees were present in person. They additionally approved the New Advisory
Agreement at a meeting held June 2, 2008.

In connection with the renewal of the Current Advisory Agreement, the
following materials were considered:

o Copies of the agreement to be renewed;

o A term sheet describing the material terms of the agreement;

o The Annual Report of the Fund for the year ended June 30, 2007;

o A report, prepared by the Manager and provided to the Trustees for the
Trustees' review, containing data about the performance of the Fund,
data about its fees, expenses and purchases and redemptions of capital
stock together with comparisons of such data with similar data about
other comparable funds, as well as data as to the profitability of the
Manager; and

o Quarterly materials reviewed at prior meetings on the Fund's
performance, operations, portfolio and compliance.

The Trustees considered the Current Advisory Agreement separately as
well as in conjunction with the Current Sub-Advisory Agreement to determine
their combined effects on the Fund.

In approving the Fund's New Advisory Agreement, the Trustees considered
the information provided and the conclusions reached in connection with the
Annual Review. In addition, they considered such new information as they
believed appropriate, including more up-to-date performance and expense
information. In approving the New Advisory Agreement, the Trustees considered
the information provided and the factors considered in connection with the
Annual Review as well as such new information (for example, information about
the Transaction) as they considered appropriate. In considering the New Advisory
Agreement, the Trustees did not identify any single factor as determinative.
Matters considered by the Trustees, including the Independent Trustees, in
connection with their review of the New Advisory Agreement included the
following:

The nature, extent, and quality of the services provided by the Manager .

The Manager has provided all administrative services to the Fund. The Board
considered the nature and extent of the Manager's supervision of third-party
service providers, including the Fund's shareholder servicing agent and
custodian. The Board considered that the Manager had established and maintained
a strong culture of ethical conduct and regulatory compliance.

The Manager has arranged for the Sub-Adviser to provide local
management of the Fund's portfolio.

The Board considered that the Manager had provided all services the
Board deemed necessary or appropriate, including the specific services that the
Board has determined are required for the Fund, given that its purpose is to
provide shareholders with as high a level of current income exempt from Rhode
Island state and regular Federal income taxes as is consistent with preservation
of capital. It noted that compared to other Rhode Island state-specific
municipal bond funds, the portfolio of the Fund was of higher quality, was the
only fund in the state with 100% of its portfolio instruments insured or
pre-refunded, and contained no securities subject to the alternative minimum
tax.

The Board concluded that a commendable quality of services was provided and
that the Fund would be well served if they continued. Evaluation of this factor
weighed in favor of renewal of the New Advisory Agreement.

The investment performance of the Fund and the Manager.

The Board reviewed each aspect of the Fund's performance and compared
its performance with that of its local competitors, with national averages and
with benchmark indices. It was noted that the materials provided by the Manager
indicated that compared to the three competitive Rhode Island funds, the Fund's
average annual total return outperformed that of all of its peers for one, five
and ten-year periods. The Board considered these results to be consistent with
the purposes of the Fund. The Fund considers its local competitors to be Rhode
Island oriented funds that invest chiefly in high-quality Rhode Island municipal
obligations.

The Board concluded that the performance of the Fund was excellent in
light of market conditions, the length of its average maturities, its investment
objectives and its long-standing emphasis on minimizing risk. Evaluation of this
factor indicated to the Trustees that renewal of the New Advisory Agreement
would be appropriate.

The costs of the services to be provided and profits to be realized by the
Manager and its affiliates from their relationships with the Fund.

The information provided in connection with renewal contained expense
data for the Fund and its local competitors as well as data for all single-state
tax-free municipal bond funds nationwide, including data for all such front-end
sales charge funds of a comparable asset size. The materials also showed the
profitability to the Manager of its services to the Fund.

The Board compared the expense and fee data with respect to the Fund to
similar data about other funds that it found to be relevant. The Board concluded
that the expenses of the Fund and the fees paid were similar to and were
reasonable as compared to those being paid by single-state tax-free municipal
bond funds nationwide, being less than the national average, and by the Fund's
local competitors.

The Board considered that the foregoing indicated the appropriateness
of the costs of the services to the Fund, which was being well managed as
indicated by the factors considered previously.

The Board further concluded that the profitability to the Manager did
not argue against approval of the fees to be paid under the New Advisory
Agreement. The Board noted that the Manager was currently waiving a portion of
its fees and had been since the Fund's inception. Additionally, it was noted
that the Manager had contractually undertaken to waive fees and/or reimburse
Fund expenses during the period July 1, 2007 through June 30, 2008 so that total
Fund expenses would not exceed 0.85 of 1% for Class A Shares, 1.70 of 1% for
Class C Shares, 1.03 of 1% for Class I Shares and 0.70 of 1% for Class Y Shares.
The Manager had indicated that it intended to continue waiving fees as necessary
in order that the Fund would remain competitive.

The extent to which economies of scale would be realized as the Fund grows.

Data provided to the Trustees showed that the Fund's average net asset
size had been generally increasing in recent years. The Trustees also noted that
the materials indicated that the Fund's fees were already lower than what those
of its peers would be at comparable asset levels, including those with
breakpoints. Evaluation of this factor indicated to the Board that the New
Advisory Agreement should be renewed without addition of breakpoints at this
time.

Benefits derived or to be derived by the Manager and and its affiliates from
their relationships with the Fund.

The Board observed that, as is generally true of most fund complexes,
the Manager and its affiliates, by providing services to a number of funds or
other investment funds including the Fund, were able to spread costs as they
would otherwise be unable to do. The Board noted that while that produces
efficiencies and increased profitability for the Manager and its affiliates, it
also makes their services available to the Fund at favorable levels of quality
and cost which are more advantageous to the Fund than would otherwise have been
possible.

In connection with approval of the New Advisory Agreement and
recommendation that the shareholders of the Fund approve that agreement, the
Trustees noted that that agreement is substantially the same as the Current
Advisory Agreement except for its starting date and accordingly the materials
considered in connection with the Annual Review, and the reasons for renewing
the Current Advisory Agreement, apply to the New Advisory Agreement as well. In
addition, as noted above, in addressing the desirability of replacing the
Current Advisory Agreement with the New Advisory Agreement, the Trustees
considered a wide range of information relevant to the ongoing and future
continuity of management of the Fund, including:

|X| representations by representatives of AMC and the Manager that the
proposed change of control was not expected to result in a change in
the personnel or operations of the Manager or Sub-Adviser;

|X| representations from representatives of AMC and the Manager that the
investment approach or style of the Manager with respect to the Fund,
or the services provided by them to the Fund, would not change.

|X| the fact that the Transaction will not result in any change to the
advisory fees paid by the Fund or the Fund's total expense ratio;

|X| the fact that the Transaction will not result in a change in the costs
of the services to be provided by the Manager; and

|X| the fact that the Fund has operated in compliance with its investment
objective and restrictions.

Based on their evaluation of all factors that they deemed to be material,
including those factors described above, and assisted by the advice of
independent counsel, the Trustees, including the Independent Trustees, concluded
that the New Advisory Agreement should be approved and recommended that the
shareholders of the Fund vote to approve the New Advisory Agreement for an
initial one-year term.

Description of the New Advisory Agreement

The Manager provides the Fund with local advisory services. Under the New
Advisory Agreement, the Fund will pay the Manager a fee payable monthly and
computed on the net asset value of the Fund as of the close of business each
business day at the annual rate of 0.50 of 1% of such net asset value.

The proposed New Advisory Agreement for the Fund is substantially identical
to the Current Advisory Agreement (together, the "Advisory Agreements"). For a
complete understanding of the proposed New Advisory Agreement, please refer to
the form of New Advisory Agreement provided as Appendix A.

Action Requested

The trustees of the fund recommend that the shareholders of the fund vote
to approve the new advisory agreement.

Vote Required

The favorable vote of the holders of a majority (as defined in the 1940
Act) of the outstanding shares of the Fund is required for the approval of this
Proposal No. 3. Under the 1940 Act, the vote of the holders of a majority of the
outstanding shares of the Fund means the vote of the holders of the lesser of
(a) 67% or more of the shares of the Fund present at the Meeting or represented
by proxy if the holders of more than 50% of such shares are so present or
represented, or (b) more than 50% of the outstanding shares of the Fund, with
one (1) 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 all of the Fund's four outstanding
classes of shares.

If necessary or desirable, the meeting can be adjourned by the affirmative
vote of a majority of the shares present in person or by proxy. In voting for an
adjournment, the proxies will consider all relevant factors, including possible
delay of receipt of proxies and whether or not a substantial number of negative
votes have been cast with respect to any proposal. The proxies of shareholders
who have voted by proxy against a proposal will be voted against adjournment.

If this proposal is not approved by the shareholders the Board of Trustees
will consider what further action is appropriate, which could include calling
another shareholder meeting.

Consideration of
A New Sub-Advisory Agreement
(Proposal No. 2 at the Special Meeting)

See the information under Proposal No. 1 for the reasons for this proposal.

Information About The Sub-Adviser

Citizens Investment Advisors, the Sub-Adviser, is a department of
Citizens Bank, a division of RBS Citizens, N.A., a bank subsidiary of Citizens
Financial Group, Inc. ("CFG"). CFG is a wholly-owned subsidiary of The Royal
Bank of Scotland, PLC. CFG is a $160 billion commercial bank holding company. It
is headquartered in Providence, Rhode Island, and, through its subsidiaries, has
more than 1,600 branches, more than 3,500 ATMs and more than 24,000 employees.
It operates its branch network in 13 states and has non-branch retail and
commercial offices in about 40 states. As of June 30, 2008, the Trust and
Investment Management Group of the Sub-Adviser had approximately $5,255,826,948
of assets under management, including approximately $768,551,095 in municipal
obligations.

Salvatore C. Di Santo has managed the Fund's portfolio since the
inception of the Fund in September 1992. Mr. Di Santo, a Senior Vice President
within the Sub-Adviser's Trust and Investment Services Group, is a member of its
Trust Investment Committee. He has been employed by the Sub-Adviser for 50 years
and has been involved in portfolio management for the last 43 years.

Jeffrey K. Hanna, also an officer of the Sub-Adviser, is the co-manager
of the Fund. He has held this position since 2005. He was formerly an assistant
portfolio manager of the Fund and served as such since 2000. Mr. Hanna, a Vice
President within the Sub-Adviser's Investment Management Services Group, has
been with the company since 1988.

No shareholder of RBS Citizens, N.A., owns more than 10% of its stock.

The name and principal occupations of the Board of Directors of Citizens
Financial Group, Inc., and RBS Citizens, N.A., are as follows:

Name of Director Position

Lawrence K. Fish Chairman, Citizens Financial Group
Chairman, RBS Americas

Ellen Alemany Chief Executive Officer, Citizens Financial Group
Chief Executive Officer, RBS Americas

James G. Connolly President, Citizens Financial Group, Inc.

Johnny Cameron Chief Executive, Corporate Markets
The Royal Bank of Scotland Group plc

James S. Davis Chairman and Chief Executive Officer
New Balance Athletic Shoe, Inc.

Francis A. Doyle President and Chief Executive Officer
Connell Limited Partnership

Edmond J. English Chief Executive Officer
Bob's Discount Furniture

William P. Hankowsky Chairman, President & CEO
Liberty Property Trust

Charles J. ("Bud") Koch Former Chairman, Charter One

Dr. Graham B. Spanier President, Penn State University

Shivan S. Subramaniam Chairman and Chief Executive Officer
FM Global

Gordon Pell Chief Executive, Retail Markets
The Royal Bank of Scotland Group plc

Basis for the Trustees' Approval of the New Sub-Advisory Agreement.

The Board of Trustees and the independent Trustees approved the renewal
until December 31, 2008 of the Current Sub-Advisory Agreement in November, 2007
at a meeting called and held for that purpose at which a majority of the
independent Trustees were present in person. They additionally approved the New
Sub-Advisory Agreement at a meeting held June 2, 2008.

In connection with the renewal of the Current Sub-Advisory Agreement,
the following materials were considered:

o Copies of the agreement to be renewed;

o A term sheet describing the material terms of the agreement;

o The Annual Report of the Fund for the year ended June 30, 2007;

o A report, prepared by the Manager and provided to the Trustees in
advance of the meeting for the Trustees' review, containing data about
the performance of the Fund, data about its fees, expenses and
purchases and redemptions of capital stock together with comparisons of
such data with similar data about other comparable funds, as well as
data as to the profitability of the Sub-Adviser; and

o Quarterly materials reviewed at prior meetings on the Fund's
performance, operations, portfolio and compliance.

The Trustees considered the Current Sub-Advisory Agreement separately
as well as in conjunction with Current Advisory Agreement to determine their
combined effects on the Fund. In approving the Fund's New Sub-Advisory
Agreement, the Trustees considered the information provided and the conclusions
reached in connection with the Annual Review. In addition, they considered such
new information as they believed appropriate, including more up-to-date
performance and expense information. In approving the New Sub-Advisory
Agreement, the Trustees considered the information provided and the factors
considered in connection with the Annual Review as well as such new information
(for example, information about the Transaction) as they considered appropriate.
In considering the New Sub-Advisory Agreement, the Trustees did not identify any
single factor as determinative. Matters considered by the Trustees, including
the Independent Trustees, in connection with their review of the New
Sub-Advisory Agreement included the following:

The nature, extent, and quality of the services provided by the Sub-Adviser.

The Manager has arranged for the Sub-Adviser to provide local
management of the Fund's portfolio. The Trustees noted that the Sub-Adviser
employs Salvatore C. DiSanto and Jeffrey K. Hanna as co-portfolio managers for
the Fund and had provided facilities for credit analysis of the Fund's portfolio
securities. Messrs. DiSanto and Hanna, based in Providence, have provided local
information regarding specific holdings in the Fund's portfolio. The portfolio
managers have also been available to and have met with the brokerage and
financial planner community and with investors and prospective investors to
provide them with information generally about the Fund's portfolio, with which
to assess the Fund as an investment vehicle for residents of Rhode Island in
light of prevailing interest rates and local economic conditions. In addition,
one or both of them have been present at all regular meetings of the Board and
Shareholders.

The Board concluded that a commendable quality of services was provided
and that the Fund would be well served if they continued. Evaluation of this
factor weighed in favor of renewal of the New Sub-Advisory Agreement.

The investment performance of the Fund and the Sub-Adviser.

The Board reviewed each aspect of the Fund's performance and compared
its performance with that of its local competitors, with national averages and
with benchmark indices. It was noted that the materials provided by the Manager
indicated that compared to the three competitive Rhode Island funds, the Fund's
average annual total return outperformed that of all of its peers for one, five
and ten-year periods. The Fund considers its local competitors to be Rhode
Island oriented funds that invest chiefly in high-quality Rhode Island municipal
obligations.

The costs of the services to be provided and profits to be realized by
Sub-Adviser and its affiliates from their relationships with the Fund.

The Board compared the expense and fee data with respect to the Fund to
similar data about other funds that it found to be relevant. The Board concluded
that the expenses of the Fund and the fees paid were similar to and were
reasonable as compared to those being paid by single-state tax-free municipal
bond funds nationwide, being less than the national average, and by the Fund's
local competitors.

The Board considered that the foregoing indicated the appropriateness
of the costs of the services to the Fund, which was being well managed as
indicated by the factors considered previously.

The Board further concluded that the profitability to the Sub-Adviser
did not argue against approval of the fees to be paid under the New Sub-Advisory
Agreement. The Board noted that the Sub-Adviser was currently waiving a portion
of its fees and had been since the Fund's inception.

The extent to which economies of scale would be realized as the Fund grows.

Data provided to the Trustees showed that the Fund's average net asset
size had been generally increasing in recent years. The Trustees also noted that
the materials indicated that the Fund's fees were already lower than what those
of its peers would be at comparable asset levels, including those with
breakpoints. Evaluation of this factor indicated to the Board that the New
Sub-Advisory Agreement should be renewed without addition of breakpoints at this
time.

Benefits derived or to be derived by the Sub-Adviser and its affiliates from
their relationships with the Fund.

The Board observed that, as is generally true of most fund complexes,
the Sub-Adviser and its affiliates, by providing services to a number of funds
or other investment clients including the Fund, were able to spread costs as
they would otherwise be unable to do. The Board noted that while that produces
efficiencies and increased profitability for Sub-Adviser and its affiliates, it
also makes their services available to the Fund at favorable levels of quality
and cost which are more advantageous to the Fund than would otherwise have been
possible.

In connection with approval of the New Sub-Advisory Agreement and
recommendation that the shareholders of the Fund approve it, the Trustees noted
that that agreement is substantially the same as the Current Sub-Advisory
Agreement except for its starting date and accordingly the materials considered
in connection with the Annual Review, and the reasons for renewing the Current
Sub-Advisory Agreement, apply to the New Sub-Advisory Agreement as well. In
addition, as noted above, in addressing the desirability of replacing the
Current Sub-Advisory Agreement with the New Sub-Advisory Agreement, the Trustees
considered a wide range of information relevant to the ongoing and future
continuity of management of the Fund, including:

|X| representations by representatives of the Sub-Adviser that the
proposed change of control of the Manager was not expected to result
in a change in the personnel or operations of the Sub-Adviser;

|X| representations from representatives of the Sub-Adviser that the
investment approach or style of the Sub-Adviser with respect to the
Fund, or the services provided by it to the Fund, would not change.

|X| the fact that the Transaction will not result in any change to the
advisory fees paid by the Fund or the Fund's total expense ratio;

|X| the fact that the Transaction will not result in a change in the costs
of the services to be provided by the Sub-Adviser; and,

|X| the fact that the Fund has operated in compliance with its investment
objective and restrictions.

Based on their evaluation of all factors that they deemed to be
material, including those factors described above, and assisted by the advice of
independent counsel, the Trustees, including the Independent Trustees, concluded
that the New Sub-Advisory Agreement should be approved and recommended that the
shareholders of the Fund vote to approve the New Sub-Advisory Agreement for an
initial one-year term.

Description of the New Sub-Advisory Agreement

The Sub-Adviser provides the Fund with local advisory services. Under
the New Sub-Advisory Agreement, the Manager will pay the Sub-Advisor a fee
payable monthly and computed on the net asset value of the Fund as of the close
of business each business day at the annual rate of 0.23 of 1% of such net asset
value.

The proposed New Sub-Advisory Agreement is substantially identical to
the Current Sub-Advisory Agreement. For a complete understanding of the New
Sub-Advisory Agreement, please refer to the form of New Sub-Advisory Agreement
provided as Appendix B.

Action Requested

The trustees of the fund recommend that the shareholders of the fund
vote to approve the new sub-advisory agreement.

Vote Required

The vote required is the same as that for Proposal No. 1 at the Special
Meeting. Please refer to the description provided under Proposal No. 1.

General

Proposals No. 1 and No. 2 are designed to operate together. Neither
separately will have the intended results. Accordingly, the proposed New
Advisory Agreement and the proposed New Sub-Advisory Agreement will not go into
effect unless shareholders approve both Proposals No. 1 and 2. If these
proposals are not both approved, the current arrangements will remain in effect.
The Board of Trustees will consider what further action is appropriate, which
could include calling another shareholder meeting.

Important Notice
Please Read Immediately

Narragansett Insured Tax-Free Income Fund

Notice of Special Meeting of Shareholders
to be held on April 21, 2009

PROXY STATEMENT

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

Your Proxy Vote is important!

And now you can Vote your Proxy on the PHONE or the INTERNET.

It saves Money! Telephone and Internet voting saves postage costs. Savings which
can help minimize expenses.

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It's Easy! Just follow these simple steps:

1. Read your Proxy Statement and have it at hand.

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3. Follow the recorded or on-screen directions.

4. Do not mail your Proxy Card when you vote by phone or Internet.

Please detach at perforation before mailing.

PROXY AQUILA GROUP OF FUNDS PROXY
NARRAGANSETT INSURED TAX-FREE INCOME FUND
Proxy for Special Meeting of Shareholders - April 21, 2009
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 does/do hereby appoint DIANA P. HERRMANN,
CHARLES E. CHILDS, III and EDWARD M. W. HINES, or any of them, as attorneys and
proxies of the undersigned, with full power of substitution, to attend the
Special Meeting of Shareholders of the Fund to be held on Tuesday, April 21,
2009 at 380 Madison Avenue, New York, NY 10017, at 2:00 p.m. Eastern Daylight
Time and 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.

Management recommends a vote FOR the Proposal No. 1. And FOR Proposal No. 2. The
shares represented hereby will be voted as indicated on the reverse or FOR if no
choice is indicated.

VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com
---------

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

------------------------------------------------
Signature

-------------------------------------------------
Signature (if held jointly)

-------------------------------------------------

Date_____________________________________________

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials
For the Aquila Group of Funds
Narragansett Insured Tax-Free Income Fund
Shareholder Meeting To Be Held on April 21, 2009
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/___

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

Please read the proxy statement prior to voting.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS IN THIS EXAMPLE:
NARRAGANSETT INSURED TAX-FREE INCOME FUND SPECIAL MEETING

1. Action on Sub-Advisory Agreement No. 1. (Proposal No. 1 in Proxy Statement)

For Against Abstain
-- -- --
[--] [--] [--]

1. Action on Sub-Advisory Agreement No. 2. (Proposal No. 2 in Proxy Statement)

For Against Abstain
-- -- --
[--] [--] [--]

As to any other matter said proxies shall vote in accordance with their
best judgment.

HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS

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