IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
AQUILA
NARRAGANSETT INSURED TAX-FREE INCOME FUND
380 Madison Avenue, Suite 2300, New York, N Y 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
ON OCTOBER 1, 1999
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 Westin Hotel
One West Exchange Street
Providence, Rhode Island
Time: (b) on October 1, 1999
at 2:30 p.m. local time;
Purposes: (c) for the following purposes:
(i) to elect six Trustees; each Trustee elected
will hold office until the next annual meeting of
the Fund's shareholders or until his or her
successor is duly elected;
(ii) to ratify (that is, to approve) or reject the
selection of KPMG LLP as the Fund's independent
auditors for the fiscal year ending June 30, 2000
(Proposal No. 1); and
PLEASE NOTE:
If you do not expect to attend the Meeting, please indicate voting
instructions in any of three ways: by telephone, by e-mail or by
completing the enclosed proxy and returning it in the accompanying
stamped envelope. To avoid unnecessary expense to the Fund, we
request your cooperation in voting no matter how large or small
your holding may be.
(iii) to act upon any other matters which may
properly come before the Meeting at the scheduled
time and place or any adjourned meeting or
meetings.
Who Can
Vote What
Shares: (d) To vote at the Meeting, you must have been a
shareholder on the Fund's records at the close of
business on July 8, 1999 (the "record date"). Also,
the number of shares of each of the Fund's
outstanding classes of shares that you held at that
time and the respective net asset values of each
class of shares at that time determine the number
of votes you may cast at the Meeting (or any
adjourned meeting or meetings).
By Order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
August 15, 1999
NARRAGANSETT INSURED TAX-FREE INCOME FUND
380 Madison Avenue, Suite 2300, New York, New York 10017
PROXY STATEMENT
INTRODUCTION
The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Narragansett Insured Tax-Free
Income Fund (the "Fund"). The purpose of this Proxy Statement (all
the rest of this document) is to give you information on which you
may base your decisions as to the choices, if any, you make in
voting.
A copy of the Fund's most recent annual report and most recent
semi-annual report will be sent to you without charge upon written
request to the Fund's Distributor, Aquila Distributors, Inc., 380
Madison Avenue, Suite 2300, New York, NY 10017 or by calling 800-
453-6864 toll-free or 212-697-6666.
The Fund's organizer and Manager (the "Manager") is Aquila
Management Corporation, 380 Madison Avenue, Suite 2300, New York,
NY 10017. The Fund's principal underwriter (the "Distributor") is
Aquila Distributors, Inc., 380 Madison Avenue, Suite 2300, New
York, NY 10017. The Fund's Investment Sub-Adviser is Citizens Bank
of Rhode Island (the "Sub-Adviser"), One Citizens Plaza,
Providence, RI 02903.
This Notice and Proxy Statement are first being mailed on or
about August 15, 1999.
You can vote in three ways:
Proxy Ballot
The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Fund calls these persons the
"proxy holders." As to the election of Trustees you may authorize
the proxy holders to vote your shares for the entire slate
indicated below by marking the appropriate box on the proxy card or
by merely signing and returning your proxy card with no
instructions. Or, you may withhold the authority of the proxy
holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by following the instructions on the proxy card.
As to the other matter listed on the proxy card, you may
direct the proxy holders to vote your shares on that proposal by
marking the appropriate box "For" or "Against" or instruct them not
to vote your shares on the proposal by marking the "Abstain" box.
If you return your signed proxy card and do not mark any box on the
proposal, the proxy holders will vote your shares for the proposal.
Telephone Voting
You can vote your shares by telephone. You should first read
the Proxy Statement. To vote, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number on the
enclosed proxy card. Follow the recorded instruction using your
proxy card as a guide. If you vote by phone, do not return the
proxy card by mail.
Internet Voting
You can vote your shares by the internet. You should first
read the Proxy Statement. To vote, contact the Fund at
http://www.proxyvote.com. You will be prompted to enter the 12-
digit control number on the enclosed proxy card. Follow the
instructions on the screen, using your proxy card as a guide. If
you vote by the internet, do not return the proxy card by mail.
You may end the power of the proxy holders to vote your shares
by: (i) so notifying the Fund in writing; (ii) signing a new and
different proxy card (if the Fund receives it before the old one is
used); (iii) voting your shares at the meeting in person or by your
duly appointed agent; or (iv) calling the toll free number above or
contacting the Fund' s internet address above, entering your 12-
digit control number and revoking your previous vote.
Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum or voted on any matter.
The Fund is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxies to be
used at the Annual Meeting to be held at the time and place and for
the purposes indicated in the Notice or any adjourned meeting or
meetings. The Fund pays the costs of the solicitation. Proxies are
being solicited by the use of the mails; they may also be solicited
by telephone, facsimile and personal interviews. Brokerage firms,
banks and others may be requested to forward this Notice and Proxy
Statement to beneficial owners of the Fund's shares so that these
owners may authorize the voting of their shares. The Fund will pay
these firms their out-of-pocket expenses for doing so.
On the record date, the Fund had 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, $10.16; Class C Shares, $10.16; Class
Y Shares, $10.16 and Class I Shares, $10.15. The meeting is
expected to act only upon matters that affect the Fund as a whole:
the election of Trustees and the action on the selection of
auditors (Proposal No. 1). On matters that affect the Fund as a
whole, all shareholders of the Fund, including the shareholders of
all classes of the Fund, are entitled to vote at the meeting.
On the record date,the total number of shares outstanding for
each class of shares was as follows: Class A Shares, 6,559,995;
Class C Shares, 414,827; Class Y Shares, 413,680 and Class I
Shares, 7,590.
On the record date, National Financial Services Corp., 200
Liberty Street, New York, NY 10281 held of record 1,048,937 Class
A Shares (16% of the class) and 181,205 Class Y Shares (43.8% of
the class); Merrill Lynch, Pierce, Fenner & Smith, Inc., 4800 Deer
Lake Drive East, Jacksonville, FL held of record 510,396 Class A
Shares (7.9% of the class) and 46,883 Class C Shares (11.3% of the
class); Corelink Financial Inc., P.O. Box 4054, Concord, CA 94524
held of record 831,500 Class A Shares (12.7% of the Class) and
190,608 Class C Shares (45.9% of the Class); Donaldson Lufkin
Jenrette Securities Corporation, P.O. Box 2052, Jersey City, NJ
held of record 48,943 Class C Shares (11.8% of the class) and
Citizens Bank, 870 westminster Street, providence, RI held of
record 200,714 Class Y Shares (48.5% of the class); Perry Baker &
Co., Washington Trust Co., Westerly, RI held of record 7,590 Class
I Shares (100% of the class). On the basis of information received
from the holders, the Fund's management believes that all of the
shares indicated are held for the benefit of clients. Mark S.
Mandell, Park Row, Providence, RI held of record 25,066 Class C
Shares (6.0% of the class). 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
At the Meeting, six Trustees are to be elected. Whenever it is
stated in this Proxy Statement that a matter is to be acted on at
the Meeting, this means the Meeting held at the scheduled time or
any adjourned meeting or meetings.
Each Trustee elected will serve until the next annual meeting
or until his or her successor is duly elected. The nominees
selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can instruct the
proxy holders as to the voting of your shares as to the election of
Trustees.
Each of the nominees is presently a Trustee and was previously
elected by the shareholders in November, 1998. Mr. Herrmann, Mr.
Alden and Mr. Nightingale have been Trustees since 1992, Mr. Weeks
and Mr. Duffy, since 1995 and Mr. Clinton, since 1996. The Trustees
and officers as a group own less than 1% of the outstanding shares
of the Fund. In the material below and elsewhere in this Proxy
Statement, Aquila Management Corporation, organizer and Manager of
the Fund, is referred to as the "Manager" and the Fund's
Distributor, Aquila Distributors, Inc., is referred to as the
"Distributor." Mr. Herrmann is an interested person of the Fund as
that term is defined in the Investment Company Act of 1940 (the
"1940 Act") as an officer of the Fund and a director, officer and
shareholder of the Manager and the Distributor. He is so designated
by an asterisk.
In the following material Pacific Capital Cash Assets Trust,
Churchill Cash Reserves Trust, Pacific Capital U.S. Government
Securities Cash Assets Trust and Pacific Capital Tax-Free Cash
Assets Trust, each of which is a money market fund, are together
with Capital Cash Management Trust ("CCMT") called the "Aquila
Money-Market Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of
Arizona, Tax-Free Trust of Oregon, Tax-Free Fund of Colorado ,
Churchill Tax-Free Fund of Kentucky, Narragansett Insured Tax-Free
Income Fund (this Fund) and Tax-Free Fund For Utah, each of which
is a tax-free municipal bond fund, are called the "Aquila Bond
Funds"; and Aquila Cascadia Equity Fund and Aquila Rocky Mountain
Equity Fund are called the "Aquila Equity Funds."
Described in the following material are the name, positions
with the Fund, age as of the record date and business experience
during at least the past five years (other than with the Fund) of
each nominee and all officers of the Fund. All shares listed as
owned by the Trustees are Class A Shares unless indicated
otherwise.
(1) (2) (3)
Name, Address, Age Positions(s) Principal
Held with Occupation(s)
Fund During
Past 5 Years
Lacy B. Herrmann* Chairman Founder and Chairman of
380 Madison Avenue of the the Board of Aquila
New York, New York Board of Management Corporation,
10017, Trustees the sponsoring
Age: 70 organization and Manager or
Shares owned: Administrator and/or Adviser or
550 (1) Sub-Adviser to the Aquila Money
Market Funds, the Aquila Bond
Funds and the Aquila Equity
Funds, and Founder, Chairman of
the Board of Trustees and
(currently or until 1998)
President of each since its
establishment, beginning in
1984; Vice President and
Director, and formerly
Secretary, of Aquila
Distributors, Inc., distributor
of the above funds, since 1981;
President and a Director of
STCM Management Company, Inc.,
sponsor and sub-adviser to
CCMT; Founder and Chairman of
several other money market
funds; Director or Trustee of
OCC Cash Reserves, Inc. and
Quest For Value Accumulation
Trust, and Director or Trustee
of Oppenheimer Quest Value
Fund, Inc., Oppenheimer Quest
Global Value Fund, Inc. and
Oppenheimer Rochester Group of
Funds, each of which is an
open-end investment company;
Trustee of Brown University,
1990-1996 and currently Trustee
Emeritus; actively involved for
many years in leadership roles
with university, school and
charitable organizations.
(1) Held of record by
the Manager.
Vernon R. Alden Trustee Director of Sonesta
20 Park Plaza, Suite 1010 International Hotels
Boston, Massachusetts Corporation Boston,
02116 Massachusetts and
Age: 76 Independent General Partner of
Shares owned: the Merrill Lynch-Lee Funds;
213 Former Director of Colgate-
Palmolive Company, Digital
Equipment Corporation, Intermet
Corporation, The McGraw Hill
and The Mead Corporation;
Chairman of the Board and
Executive Committee of The
Boston Company, Inc., a
financial services company,
1969-1978; Trustee of Tax-Free
Trust of Oregon since 1988, of
Hawaiian Tax-Free Trust,
Pacific Capital Cash Assets
Trust, Pacific Capital Tax-Free
Cash Assets Trust and Pacific
Capital U.S. Government
Securities Cash Assets Trust
since 1989, of Cascades Cash
Fund, 1989-1994, of
Narragansett Insured Tax-Free
Income Fund (this Fund) since
1992, and of Aquila Cascadia
Equity Fund since 1996;
Associate Dean and member of
the faculty of Harvard
University Graduate School of
Business Administration, 1951-
1962; member of the faculty and
Program Director of Harvard
Business School - University of
Hawaii Advanced Management
Program, summer of 1959 and
1960; President of Ohio
University, 1962-1969; Chairman
of The Japan Society of Boston,
Inc., and member of several
Japan-related advisory
councils; Chairman of the
Massachusetts Business
Development Council and the
Massachusetts Foreign Business
Council, 1978-1983; Trustee
Emeritus, Boston Symphony
Orchestra; Chairman of the
Massachusetts Council on the
Arts and Humanities, 1972-1984;
Member of the Board of Fellows
of Brown University, 1969-1986;
Trustee of various other
cultural and educational
organizations; Honorary Consul
General of the Royal Kingdom of
Thailand; Received Decorations
from the Emperor of Japan
(1986) and the King of Thailand
(1996 and 1997).
Paul Y. Clinton Trustee Principal of Clinton
39 Blossom Avenue Management Associates,
Osterville, MA a financial and venture
02655 capital consulting firm;
Age: 68 formerly Director of External
Shares owned: Affairs of Kravco Corporation,
230 a national real estate owner
and developer, 1984-1995;
formerly President of Essex
Management Corporation, a
management and financial
consulting company, 1979-1983;
Trustee of Capital Cash
Management Trust since 1979, of
Narragansett Insured Tax-Free
Income Fund (this Fund) since
1996 and of Prime Cash Fund
(which is inactive), since
1993; Trustee of Short Term
Asset Reserves 1984-1996;
general partner of Capital
Growth Fund, a venture capital
partnership, 1979-1982;
President of Geneve Corp., a
venture capital fund, 1970-
1978; formerly Chairman of
Woodland Capital Corp., a small
business investment company;
formerly Vice President, W.R.
Grace & Co; Director or Trustee
of OCC Cash Reserves, Inc.,
Oppenheimer Quest Global Value
Fund, Inc., Oppenheimer Quest
Value Fund, Inc., and Trustee
of Quest For Value Accumulation
Trust, and of the Rochester
Group of Funds, each of which
is an open-end investment
company.
David A. Duffy Trustee Trustee of Narragansett
36 Reliance Drive Insured Tax-Free Income
Poppasquash Point, Bristol Fund since 1995.
Rhode Island 02809 President, Duffy & Shanley,
Age: 59 Inc., an advertising, marketing
Shares owned: and public relations firm since
234 (2) 1973; National Chairman of the
National Conference for
Community and Justice (formerly
the National Conference of
Christians and Jews); Vice
Chairman of the Providence
College Board of Trustees and
Chairman of the College's
President's Council; Past Chair
and current member of the
Executive Committee of the
Greater Providence Chamber of
Commerce; past Chair of the
Rhode Island Sports Council;
past Chair of the Rhode Island
Public Telecommunications
Authority; and many other civic
and non-profit organizations.
He has been the recipient of
numerous awards for public
service. He served with the
U.S. Army.
(2) Held of record by
Duffy & Shanley, Inc.
William J. Nightingale Trustee Chairman and founder
1266 East Main Street (1975) and Senior Advisor
Stamford, Connecticut since 1995 of Nightingale &
06902 Associates, L.L.C., a
Age: 69 general management consulting
Shares owned: firm focusing on interim
691 management, divestitures,
turnaround of troubled
companies, corporate
restructuring and financial
advisory services; President,
Chief Executive Officer and
Director of Bali Company, Inc.,
a manufacturer of women's
apparel, which became a
subsidiary of Hanes
Corporation, 1970-1975; prior
to that, Vice President and
Chief Financial Officer of
Hanes Corporation after being
Vice President-Corporate
Development and Planning of
that company, 1968-1970;
formerly Senior Associate of
Booz, Allen & Hamilton,
management consultants, after
having been Marketing Manager
with General Mills, Inc.;
Trustee of Narragansett Insured
Tax-Free Income Fund (this
Fund) since 1992 and of
Churchill Cash Reserves Trust
and Churchill Tax-Free Fund of
Kentucky since 1993; Director
of Kasper A.S.L. Ltd., an
apparel company, since 1997, of
Ring's End, Inc., a building
materials and construction
company, since 1989, and of
Furr's/Bishop's Inc., operator
of a chain of restaurants,
since 1998.
J. William Weeks Trustee Trustee of Narragansett
380 Madison Avenue Insured Tax-Free Income
New York, New York 10017 Fund and of Tax
Age: 72 -Free Fund of Colorado since
Shares owned: 1995; Senior Vice President of
613 Tax-Free Fund of Colorado and
Narragansett Insured Tax-Free
Income Fund (this Fund), 1992-
1995; Vice President of
Hawaiian Tax-Free Trust, Tax-
Free Trust of Arizona, Tax-Free
Trust of Oregon and Churchill
Tax-Free Fund of Kentucky,
1990-1995; Senior Vice
President or Vice President of
the Bond and Equity Funds and
Vice President of Short Term
Asset Reserves and Pacific
Capital Cash Assets Trust,
1984-1988; President and
Director of Weeks & Co., Inc.,
financial consultants, 1978-
1988; limited partner and
investor in various real estate
partnerships since 1988;
Partner of Alex. Brown & Sons,
investment bankers, 1966-1976;
Vice President of Finance and
Assistant to the President of
Howard Johnson Company, a
restaurant and motor lodge
chain, 1961-1966; formerly with
Blyth & Co., Inc., investment
bankers.
Diana P. Herrmann President President and Chief
380 Madison Avenue Operating Officer of the
New York, New York Manager since 1997,
10017 a Director since 1984,
Age: 41 Secretary since 1986 and
previously its Executive Vice
President, Senior Vice
President or Vice President,
1986-1997; President of various
Aquila Bond and Money-Market
Funds since 1998; Assistant
Vice President, Vice President,
Senior Vice President or
Executive Vice President of
Aquila Money-Market, Bond and
Equity Funds since 1986;
Trustee of a number of Aquila
Money-Market, Bond and Equity
Funds since 1995; Trustee of
Reserve Money-Market Funds
since 1999 and Reserve Private
Equity Series since 1998;
Assistant Vice President and
formerly Loan Officer of
European American Bank, 1981-
1986; daughter of the Fund's
Chairman; Trustee of the
Leopold Schepp Foundation
(academic scholarships) since
1995; actively involved in
mutual fund and trade
associations and in college and
other volunteer organizations.
Stephen J. Caridi Senior Vice President of the
380 Madison Avenue Vice Distributor since 1995,
New York, New York President Assistant Vice
10017 President, 1988-1995,
Age: 38 Marketing Associate, 1986-1988;
Vice President of Hawaiian Tax-
Free Trust since 1998; Senior
Vice President of Narragansett
Insured Tax-Free Income Fund
(this Fund) since 1998, Vice
President since 1996; Assistant
Vice President of Tax-Free Fund
For Utah since 1993; Mutual
Funds Coordinator of Prudential
Bache Securities, 1984-1986;
Account Representative of
Astoria Federal Savings and
Loan Association, 1979-1984.
Rose F. Marotta Chief Chief Financial Officer
380 Madison Avenue, Financial of the Aquila Money-
New York, New York Officer Market, Bond and Equity
10017 Funds since 1991 and
Age: 75 Treasurer, 1981-1991; formerly
Treasurer of the predecessor of
CCMT; Treasurer and Director of
STCM Management Company, Inc.,
since 1974; Treasurer of
Trinity Liquid Assets Trust,
1982-1986 and of Oxford Cash
Management Fund, 1982-1988;
Treasurer of InCap Management
Corporation since 1982, of the
Manager since 1984 and of the
Distributor since 1985.
Richard F. West Treasurer Treasurer of the Aquila
380 Madison Avenue Money-Market, Bond
New York, New York 10017 and Equity Funds and
Age: 63 of Aquila Distributors,
Inc. since 1992; Associate
Director of Furman Selz
Incorporated, 1991-1992;
Vice President of Scudder,
Stevens & Clark, Inc. and
Treasurer of Scudder
Institutional Funds, 1989-1991;
Vice President of Lazard Freres
Institutional Funds Group,
Treasurer of Lazard Freres
Group of Investment Companies
and HT Insight Funds, Inc.,
1986-1988; Vice President of
Lehman Management Co., Inc. and
Assistant Treasurer of Lehman
Money Market Funds, 1981-1985;
Controller of Seligman Group of
Investment Companies, 1960-
1980.
Edward M. W. Hines Secretary Partner of Hollyer Brady
551 Fifth Avenue Smith Troxell Barrett
New York, New York 10176 Rockett Hines & Mone
Age: 59 LLP, attorneys, since
1989 and counsel, 1987-1989;
Secretary of the Aquila Money-
Market, Bond and Equity Funds
since 1982; Secretary of
Trinity Liquid Assets Trust,
1982-1985 and Trustee of that
Trust, 1985-1986; Secretary of
Oxford Cash Management Fund,
1982-1988.
John M. Herndon Vice Assistant Secretary of
380 Madison Avenue President, the Aquila Money-Market,
New York, New York Assistant Bond and Equity Funds
10017 Secretary since 1995 and Vice
Age: 59 President of the Aquila Money-
Market Funds since 1990; Vice
President of the Manager since
1990; Investment Services
Consultant and Bank Services
Executive of Wright Investors'
Service, a registered
investment adviser, 1983-1989;
Member of the American Finance
Association, the Western
Finance Association and the
Society of Quantitative
Analysts.
Compensation Number of
from all funds boards on which
Compensation in the the Trustee
Name from the Fund Aquilasm Group now serves
Vernon R. Alden $4,026 $51,802 7
Paul Y. Clinton $4,684 $7,050 2
David A. Duffy $3,500 $3,500 1
William J.
Nightingale $4,461 $15,060 3
J. William Weeks $6,238 $14,458 2
The Fund's Manager is manager or administrator to the Aquilasm
Group of Funds, which consists of tax-free municipal bond funds,
money-market funds and equity funds. As of June 30, 1999, these
funds had aggregate assets of approximately $3.2 billion, of which
approximately $1.9 billion consisted of assets of the tax-free
municipal bond funds. The Manager is controlled by Mr. Lacy B.
Herrmann, through share ownership directly, through a trust and by
his wife. For the Fund's fiscal year ended June 30, 1999 management
fees of $322,451 (including fees paid to the Sub-Adviser) were
incurred, of which $266,429 was waived. In addition, the Manager
reimbursed the Fund for $84,848 of its expenses.
During the fiscal year ended June 30, 1999, Permitted Payments
of $89,047 were made to Qualified Recipients with respect to Class
A Shares of the Fund under the Fund's Distribution Plan, of which
the Distributor received $1,996. During the same period, payments
of $25,819 were made to Qualified Recipients with respect to Class
C Shares of the Fund under the Distribution Plan and $8,606 under
the Shareholder Services Plan. Of these payments the Distributor
received $26,294.
The Distributor currently handles the distribution of the
shares of fourteen funds (five money market funds, seven tax-free
municipal bond funds and two equity funds), including the Fund.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs relating
to prospectuses and reports as well as the costs of supplemental
sales literature, advertising and other promotional activities. The
shares of the Distributor are owned 72% by Mr. Herrmann and other
members of his immediate family, 24% by Diana P. Herrmann and the
balance by an officer of the Distributor.
Other Information on Trustees
The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons" of the Fund, as that term is defined in the
1940 Act. The Committee (i) recommends to the Board of Trustees
what firm of independent auditors will be selected by the Board of
Trustees (subject to shareholder ratification); (ii) reviews the
methods, scope and result of audits and the fees charged; and (iii)
reviews the adequacy of the Fund's internal accounting procedures
and controls. The Committee held two meetings during the Fund's
last fiscal year. The Board of Trustees does not have a nominating
committee. During the Fund's last fiscal year, the Board of
Trustees held four meetings. All current Trustees were present for
at least 75% of the total number of Board meetings and Audit
Committee Meetings (if such Trustee was a member of that
Committee).
RATIFICATION OR REJECTION
OF SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG LLP, which is currently serving as the Fund's auditors,
has been selected by the Fund's Board of Trustees, including a
majority of the Independent Trustees, as the Fund's independent
auditors for the fiscal year ending June 30, 2000. Such selection
is submitted to the shareholders for ratification or rejection.
The firm has no direct or indirect financial interest in the
Fund, the Fund's Manager or the Fund's Sub-Adviser. It is expected
that representatives of the firm will not be present at the meeting
but will be available should any matter arise requiring their
presence.
RECEIPT OF
SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in those
rules may, under certain conditions, be included in the Fund's
proxy statement and proxy card for a particular annual meeting. One
of these conditions relates to the timely receipt by the Fund of
any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Fund's next annual meeting
after the meeting to which this Proxy Statement relates must be
received by the Fund not less than 120 days before the anniversary
of the date stated in this Proxy Statement for the first mailing of
this Proxy Statement. The date for such submission could change,
depending on the scheduled date for the next annual meeting; if so,
the Fund will so advise you.
The fact that the Fund receives a shareholder proposal in a
timely manner does not insure its inclusion in the Fund's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Fund does not know of any other matter which will come up
for action at the Meeting. If any other matter or matters properly
come up for action at the Meeting, including any adjournment of the
Meeting, the proxy holders will vote the shares, which your proxy
card, telephone or internet vote entitles them to vote, in
accordance with their judgment on such matter or matters. That is,
by signing and returning your proxy card or by voting by telephone
or the internet, you give the proxy holders discretionary authority
as to any such matter or matters.
`[Back Cover]
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
AQUILA
NARRAGANSETT INSURED TAX-FREE INCOME FUND
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on October 1, 1999
PROXY STATEMENT
NARRAGANSETT INSURED TAX-FREE INCOME FUND
PROXY FOR SHAREHOLDERS MEETING OCTOBER 1, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of NARRAGANSETT INSURED TAX-FREE
INCOME FUND (the "Fund") does hereby appoint LACY B. HERRMANN,
DIANA P. HERRMANN and EDWARD M. W. HINES, or any of them, as
attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the
Fund to be held on Friday, October 1, 1999 at the Westin Hotel,
One West Exchange Place, Providence, Rhode Island 02903 at 2:30
p.m. local time, and at all adjournments thereof, and thereat to
vote the shares held in the name of the undersigned on the record
date for said meeting on the matters listed below. Such shares
are entitled to one vote for every dollar of net asset value
represented by the share balance printed below.
Telephone Voting (Touch-tone only)
You can vote you shares by telephone. Read the proxy
statement. To vote, call toll free 1-800-690-6903. You will be
prompted to enter the 12-digit control number on this proxy card.
Follow the simple recorded instruction using this proxy card as a
guide. If you vote by phone, do not return the proxy card by
mail.
Internet voting
You can vote your shares by the internet. Read the proxy
statement. To vote, contact the Fund at www.proxyvote.com. You
will be prompted to enter the 12-digit control number on this
proxy card. Follow the simple instructions at the website, using
your proxy card as a guide. If you vote by the internet, do not
return the proxy card by mail.
Proxy Card Voting
You can vote your shares by completing and returning this
proxy card. Please mark your proxy, date and sign it below and
return it promptly in the accompanying envelope which requires no
postage if mailed in the United States.
MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW
AND FOR THE PROPOSALS LISTED BELOW. THE SHARES REPRESENTED HEREBY
WILL BE VOTED AS INDICATED BELOW OR FOR IF NO CHOICE IS
INDICATED.
As to any other matter said attorneys shall vote in
accordance with their best judgment.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of
Shareholders. If you can join us on October 1, please call us at
1-800-872-2652, e-mail us at info@aquilafunds.com or mail the
planning card back to us along with your proxy vote.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
_________________________________________________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
NARRAGANSETT INSURED TAX-FREE INCOME FUND
For address changes and/or comments, please check this box
and write them on the back where indicated. __
[__]
Vote on Trustees
2. Election of Trustees.
01) Lacy B. Herrmann 02) Vernon R. Alden 03) Paul Y.
Clinton 04) David A. Duffy 05) William J. Nightingale 06)
J. William Weeks
__
[__] For all
__
[__] Withhold all
__
[__] For all except
To withhold authority to vote, mark "For all Except" and write
the nominee's number on the line below.
________________
Vote on Proposals
1. Action on selection of KPMG LLP
as independent auditors (Proposal No.1 in Proxy Statement)
__ __ __
FOR [__] AGAINST [__] ABSTAIN [__]
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as a custodian, attorney, executor, administrator, trustee,
guardian, etc., please sign your full title as such. Joint
owners should each sign.
_________________________________Dated: _________
Signature
[Please sign within the box]
_________________________________Dated: __________
Signature
(Joint Owners)