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 Funds
Narragansett Insured Tax-Free Income Fund
380 Madison Avenue, Suite 2300, New York, New York 10017
Notice of Annual Meeting of
Shareholders to Be Held
on October 6, 2009
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 6, 2009
at 9:00 a.m. Eastern Daylight Time;
Purposes: (c) for the following purposes:
(i) to elect eight Trustees; each Trustee elected will hold
office until the next annual meeting of the Fund's
shareholders or until his or her successor is duly elected
(Proposal No. 1);
(ii) to ratify (that is, to approve) or reject the selection
of Tait, Weller & Baker LLP as the Fund's independent
registered public accounting firm for the fiscal year ending
June 30, 2010 (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 10,
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 Meeting (or any adjourned meeting or meetings).
By order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
September 1, 2009
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 1, 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." 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 at the meeting 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, $10.53;
Class C Shares, $10.52; Class Y Shares, $10.53; and Class I Shares, $10.52. 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, 12,906,115; Class C Shares, 1,167,964;
Class Y Shares, 4,764,060; and Class I Shares, 25,745.
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, 1,419,752 Class A Shares 11.00%
Fenner & Smith 446,365 Class C Shares 38.22%
4800 Deer Lake Dr. East
Jacksonville, FL
Citizens Bank of Rhode Island 3,130,801 Class Y Shares 65.72%
870 Westminster Street
Providence, RI
SEI Trust Company 351,901 Class Y Shares 7.39%
One Freedom Valley Drive
Oaks, PA
Charles Schwab and Co. Inc. 25,745 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.
Election of Trustees
(Proposal No. 1)
At the Meeting, eight Trustees are to be elected. Each Trustee elected will
serve until the next annual meeting or until his or her successor is duly
elected. The nominees selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can vote your shares in the
election of Trustees.
The following material includes information about each nominee and each
officer of the Fund. All shares of the Fund listed as owned by the Trustees are
Class A Shares unless indicated otherwise. All of the nominees are presently
Trustees and were elected by the shareholders in October 2008, except for Thomas
A. Christopher, Theodore T. Mason and Anne J. Mills. Mr. Christopher was elected
by the Trustees in December 2008 to fill a vacancy. The Nominating Committee is
proposing the election of Mr. Mason and Ms. Mills at the suggestion of the
Trustees and Trustees of other funds in the Aquila Group of Funds. 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(4) (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((5))
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 Aquila
1998 Group of Funds((6)) and parent of
Aquila Investment Management LLC,
Manager since 2004, President since
1997, Chief Operating Officer,
1997-2008, 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, President and
Manager of the Manager since 2003, and
Chief Operating Officer of the
Manager, 2003-2008; Chair, Vice Chair,
President, Executive Vice President or
Senior Vice President of funds in the
Aquila Group of Funds since 1986;
Director of the Distributor since
1997; Governor, Investment Company
Institute (a trade organization for
the U.S. mutual 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.
John J. Partridge Trustee since Founding Partner, Partridge Snow & 4 None
Providence, RI 2008 Hahn LLP, a law firm, Providence,
(05/05/40) Rhode Island, since 1988, Senior
Counsel, since January 1, 2007;
Assistant Secretary - Advisor to the
Board, Narragansett Insured Tax-Free
Income Fund, 2005-2008, Trustee
2002-2005; director or trustee of
various educational, civic and
charitable organizations, including
Ocean State Charities Trust, Memorial
Hospital of Rhode Island, and The
Pawtucket Foundation.
Non-interested
Trustees
David A. Duffy Chair of the Chairman, Rhode Island Convention 2 Delta Dental of Rhode Island
North Kingstown, RI Board since Center Authority since 2003;
(08/07/39) 2009 and director (advisory board) of
Trustee since Citizens Bank of Rhode Island and
1995 Connecticut since 1999; retired
Founder, formerly President, Duffy
& Shanley, Inc., a marketing
communications firm, 1973-2003;
Transition Chairman for Gov.
Donald Carcieri (R.I.); past
National Chairman, National
Conference for Community and
Justice (NCCJ); 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 including Rhode
Island Hospital.
Thomas A. Trustee since Vice President of Robinson, Hughes 4 None
Christopher 2009 & Christopher, C.P.A.s, P.S.C.,
Danville, KY since 1977; President, A Good
(12/19/47) Place for Fun, Inc., a sports
facility, since 1987; currently or
formerly active with various
professional and community
organizations.
Theodore T. Mason Nominee Executive Director, East Wind 8 None
New York, NY Power Partners LTD since 1994 and
(11/24/35) Louisiana Power Partners,
1999-2003; Trustee, Premier VIT,
2000-2009; Treasurer, Fort Schuyler
Maritime Alumni Association, Inc.,
successor to Alumni Association of
SUNY Maritime College, since 2004
(President, 2002-2003, First Vice
President, 2000-2001, Second Vice
President, 1998-2000) and director of
the same organization since 1997;
Director, STCM Management Company,
Inc., 1973-2004; twice national
officer of Naval Reserve Association,
Commanding Officer of four naval
reserve units and Captain, USNR (Ret);
director, The Navy League of the
United States New York Council since
2002; trustee, The Maritime Industry
Museum at Fort Schuyler, 2000-2004;
and Fort Schuyler Maritime Foundation,
Inc., successor to the Maritime
College at Fort Schuyler Foundation,
Inc., since 2000.
Anne J. Mills Nominee President, Loring Consulting 4 None
Castle Rock, CO Company since 2001; Vice President
(12/23/38) for Business Management and CFO,
Ottawa University, 1992-2001,
2006-2008; IBM Corporation, 1965-1991;
currently active with various
charitable, educational and religious
organizations.
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, University Roadhouse Inc.
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.
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(7)
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
Funds; 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 Funds;
previously Chairman and a Trustee of
each fund in the Aquila Group of Funds
since its establishment until 2004 or
2005; Director of the Distributor
since 1981 and formerly Vice President
or Secretary, 1981-1998; Director or
trustee, Premier VIT, 1994 - 2009;
Director or trustee of Oppenheimer
Quest Value Funds Group, Oppenheimer
Small Cap Value Fund, Oppenheimer
Midcap Fund, 1987 - 2009, and
Oppenheimer Rochester Group of Funds,
1995 - 2009; 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; Trustee, Narragansett
Insured Tax-Free Income Fund,
1992-2006 and Tax-Free Trust of
Oregon, 1988-2001; Trustee Emeritus,
Tax-Free Trust of Oregon since 2006;
member of several Japan-related
advisory councils, including Chairman
of the Japan Society of Boston;
trustee of various cultural,
educational and civic organizations.
William J. Nightingale Trustee Retired; formerly Chairman, N/A N/A
Rowayton, CT Emeritus since founder (1975) and Senior
(09/16/29) 2009 Advisor until 2000 of
Nightingale & Associates, L.L.C., a
general management consulting firm
focusing on interim management,
divestitures, turnaround of troubled
companies, corporate restructuring and
financial advisory services; Trustee
of Churchill Tax-Free Fund of
Kentucky,1993-2007; Trustee of
Narragansett Insured Tax-Free Income
Fund, 1991-2009, and Chair of the
Board, 2005-2009.
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 Funds and the Manager and the
(04/01/57) Manager's parent since 2003;
Executive Vice President and Chief
Operating Officer of the Manager and
the Manager's parent since 2008;
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.
Maryann Bruce Senior Vice President, Aquila Distributors, N/A N/A
Cornelius, NC President since Inc., since 2008; Senior Vice
(04/01/60) 2009 President of each of the equity
and bond funds in the Aquila
Group of Funds since 2009;
Executive Managing Director,
Evergreen Investments, 2004 -
2007, President, Evergreen
Investment Services, Inc., 1999
- 2007; President and CEO,
Allstate Financial Distributors,
Inc., 1998 - 1999; Senior Vice
President and Director Financial
Institution Division,
OppenheimerFunds., Inc., 1990 -
1998, Regional Vice President,
1987 - 1990; Vice President and
Mutual Fund Marketing Manager,
J.C. Bradford & Company, 1982 -
1987.
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 Funds,
2004 and the Manager and the Distributor
Assistant since 2004, Compliance Officer
Secretary of the Manager or its
since 2000 predecessor and current parent
1998-2004; Assistant Secretary of the
Aquila Group of Funds since 2000.
Joseph P. DiMaggio Chief Financial Chief Financial Officer of each N/A N/A
New York, NY Officer since fund in the Aquila Group of
(11/06/56) 2003 and Funds since 2003 and Treasurer
Treasurer since since 2000.
2000
Edward M. W. Hines Secretary since Shareholder of Butzel Long, a N/A N/A
New York, NY 1992 professional corporation,
(12/16/39) counsel to the Fund, since 2007;
Partner of Hollyer Brady Barrett &
Hines LLP, its predecessor as counsel,
1989-2007; Secretary of each fund in
the Aquila Group of Funds.
John M. Herndon Assistant Assistant Secretary of each fund N/A N/A
New York, NY Secretary since in the Aquila Group of Funds
(12/17/39) 1995 since 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 each fund N/A N/A
New York, NY Treasurer since in the Aquila Group of Funds
(11/02/66) 2000 since 2000; Assistant Vice
President of the Manager or its
predecessor and current parent since
1998; Fund Accountant for the Aquila
Group of Funds, 1995-1998.
(1) The Fund's Statement of Additional Information includes additional
information about the Trustees and is available, without charge, upon request by
calling 800-437-1020 (toll-free) 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) Includes certain Aquila-sponsored funds that are dormant and have no public
shareholders
(5) 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. Mr. Partridge is an interested person of the Fund
as a senior counsel of the law firm that performs legal services for the
Sub-Adviser.
(6) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Municipal Bond
Funds"; Aquila Rocky Mountain Equity Fund is an equity fund; Aquila Three Peaks
High Income Fund is a high income corporate bond fund; considered together,
these 12 funds are called the "Aquila Group of Funds."
(7) A Trustee Emeritus may attend Board meetings but has no voting power.
Securities Holdings of the Nominees
(as of 6/30/09)
Dollar Range Aggregate Dollar
Of Ownership Range of Ownership
In Narragansett in the Aquila Group
Insured Tax-Free of Funds (1)
Income Fund(1)
Interested Nominees
Diana P. Herrmann C E
John J. Partridge C E
Non-interested Nominees
Thomas A. Christopher C E
David A. Duffy C C
Theodore T. Mason B(2) E
Anne J. Mills B(3) D
James R. Ramsey C E
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
(2) As of May 20, 2009.
(3) As of June 8, 2009.
None of the non-interested nominees or their immediate family members holds
of record or beneficially any securities of the Manager, the Sub-Adviser or the
Distributor.
The Fund does not currently pay fees to any of the Fund's officers or to
Trustees affiliated with the Manager or the Sub-Adviser. For its fiscal year
ended June 30, 2009 the Fund paid a total of $124,179 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 Funds, 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 Funds 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 Funds.
Compensation
As Trustee
From
all funds Number of
in the boards on
Compensation Aquila which the
As Trustee Group Trustee
Name from the Fund of Funds now serves
Thomas A.
Christopher $ 7,857 $ 66,214 4
David A. Duffy $18,375 $ 23,243 2
Theodore T. Mason 0 $132,850 8
Anne J. Mills 0 $ 76,500 4
John J. Partridge $14,250 $ 32,250 4
James R. Ramsey $15,500 $ 30,500 2
Laureen L. White $18,500 $ 18,500 1
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 Funds. As of
July 31, 2009, these funds had aggregate assets of approximately $4.2 billion,
of which approximately $2.4 billion consisted of assets of the tax-free
municipal bond funds. AMC's address is the same as that of the Manager. AMC,
which was founded in 1984, is currently controlled by Mr. Lacy B. Herrmann and
his wife, Mrs. Elizabeth B. Herrmann, directly and through certain trusts.
Under proposed transactions, which are expected to occur in 2009, no
individual will hold with the power to vote, directly or indirectly, more than
24.9% of the voting shares of the Manager. The shareholders of the Fund, as well
as those of all the other funds in the Aquila Group of Funds, have approved new
advisory and administration agreements and, if applicable, new sub-advisory
agreements, in anticipation of the expected change of control of the Manager.
The transactions 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.
During the fiscal year ended June 30, 2009, the Fund incurred $917,913
in management fees, of which $582,932 was waived, $98,888 was paid to the
Manager, and the balance was paid to the Sub-Adviser.
During the fiscal year ended June 30, 2009, $186,284 was paid under Part I
of the Fund's Distribution Plan to Qualified Recipients with respect to the
Class A Shares, of which $4,301 was retained by the Distributor. With respect to
Class C Shares, during the same period $82,203 was paid under Part II of the
Plan and $27,401 was paid under the Shareholder Services Plan. Of the total
payments under Parts I and II of the Plan of $109,604, the Distributor received
$25,254. All of such payments were for compensation. With respect to Class I
Shares, during the same period $614 was paid under Part III of the Plan and $460
was paid under the Shareholder Services Plan.
During the fiscal year ended June 30, 2009 the Fund paid to Butzel
Long, a professional corporation, independent counsel to the Fund, $87,299 for
legal services. Edward M.W. Hines, Secretary of the Fund, is a shareholder of
that firm.
The Distributor currently handles the distribution of the shares of the
funds in the Aquila Group of Funds, including the Fund. Under the Distribution
Agreement, the Distributor is responsible for the payment of certain printing
and distribution costs relating to prospectuses and reports as well as the costs
of supplemental sales literature, advertising and other promotional activities.
The shares of the Distributor are owned 24% by Diana P. Herrmann, 74% by Mr.
Herrmann and other members of his immediate family and the balance by Aquila
Management Corporation.
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 Thomas A. Christopher, David A. Duffy, James R. Ramsey
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 two meetings during the
Fund's last fiscal year. The Board of Trustees has adopted a written charter for
the Audit Committee.
During the Fund's last fiscal year, the Board of Trustees held four
meetings. Each current Trustee was present for at least 75% of the total number
of Board meetings and meetings of committees of which such Trustee was a member.
The Fund's policy is that all Trustees who can do so attend the Annual
Meeting. At the last Annual Meeting all of the Trustees were present.
The Fund has a Nominating Committee, consisting of all of the 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, Suite 2300, 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, the 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, 2010. 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, 2008 and 2009.
2008 2009
Audit Fees $14,000 $14,700
Audit related fees 0 0
------- ------
Audit and audit related fees $14,000 $14,700
Tax fees (1) 3,000 3,100
All other fees 0 0
------ ------
Total $17,000 $17,800
====== ======
(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, 2010.
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
annual 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 2010 annual meeting must be received by the Fund by April 29, 2010 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 15, 2010.
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 6, 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.
It saves Time! Telephone and Internet voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your Proxy Statement and have it at hand.
2. Call toll-free 1-866-241-6192, or go to website: www.proxy-direct.com
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 Annual Meeting of Shareholders - October 7, 2008
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
Annual Meeting of Shareholders of the Fund to be held on Tuesday, October 6,
2009 at the Rhode Island Convention Center, 1 Sabin Street, Providence, Rhode
Island, at 9:00 a.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 all nominees in 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_____________________________________________
Yes No
__ __
I plan to attend the Meeting in Providence. [__] [__]
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ABOVE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Important Notice Regarding the Availability
of Aquila Group of Funds
Shareholder Meeting to Be Held on
October 6, 2009.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/aqu19899
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 ANNUAL MEETING
1. Election of Trustee Nominees:
01. Thomas A. Christopher 02. David A. Duffy 03. Diana P. Herrmann*
04. Theodore T. Mason 05. Anne J. Mills 06. John J. Partridge*
07. James R. Ramsey 08 Laureen L. White
*Interested Trustees
For All Withhold All For All Except
__ __ __
[__] [__] [__]
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.
2. Action on selection of Tait, Weller & Baker LLP as independent
registered public accounting firm. (Proposal No. 2 in
Proxy Statement)
As to any other matter said proxies shall vote in accordance with their
best judgment.
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
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.