Important Notice
Please Read Immediately
Aquilasm Group of Funds
CHURCHILL TAX-FREE FUND OF KENTUCKY
380 Madison Avenue, Suite 2300, New York, N Y 10017
Notice of Annual Meeting of
Shareholders to Be Held
on APRIL 24, 2001
To Shareholders of the Fund:
The purpose of this Notice is to advise you that an Annual Meeting of the
Shareholders of Churchill Tax-Free Fund of Kentucky (the "Fund") will be held:
Place: (a) at the J B Speed Art Museum;
2035 South Third Street
Louisville, Kentucky;
Time: (b) on April 24, 2001
at 10:00 a.m. local time;
Purposes: (c) for the following purposes:
(i) to elect nine Trustees; each Trustee elected will hold
office until the next annual meeting of the Fund's
shareholders or until his or her successor is duly
elected(Proposal No. 1);
(ii) to ratify (that is, to approve) or reject the selection
of KPMG LLP as the Fund's independent auditors for the
fiscal year ending December 31, 2001 (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 January 26, 2001 (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
March 5, 2001
Please Note:
If you do not expect to attend the Meeting, please vote by any of three ways: by
telephone, by the Internet or by completing the enclosed proxy card and
returning it in the accompanying stamped envelope. To avoid unnecessary expense
to the Fund, we request your cooperation in voting no matter how large or small
your holding may be.
CHURCHILL TAX-FREE FUND OF KENTUCKY
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 Churchill Tax-Free Fund of Kentucky (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 800-872-5859 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.
This Notice and Proxy Statement are first being mailed on or about
March 5, 2001.
You should read the Proxy Statement prior to voting. Then, you may vote
in one of three ways:
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 the box on the proposal, the proxy holders will vote your shares for that
proposal.
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.
Internet Voting
To vote your shares by the Internet, please contact the Fund at the
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.
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 described above or contacting the Fund's Internet address
described above, entering your 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. 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 three 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, $10.40; Class C Shares, $10.40; and Class Y Shares, $10.41. 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 proposal. 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, 19,030,676; Class C Shares,
192,261; and Class Y Shares, 1,526,627.
On the record date, the following holders held 5% or more of the Fund's
outstanding shares. On the basis of information received from the institutional
holders the Fund's management believes that all of the shares indicated are held
by them for the benefit of clients
Name and address Number of shares Percent of class
of the holder of
record
Institutional 5% shareholders
SYAG
c/o Stock Yards Bank and Trust
P.O. Box 34290
Louisville, KY 1,048,599 Class A Shares 5.52%
JJB Hilliard W Lyons Inc
501 S. 4th Street
Louisville, KY 56,140 Class C Shares 29.88%
(held in 3 accounts)
Advest Inc.
90 State House Sq
Hartford, CT 11,362 Class C Shares 6.05%
Bankdan
c/o Central Kentucky Trust
218 W. Main St.
Danville, KY 715,221 Class Y Shares 46.55%
Monroe & Co
P.O. Box 160
Westerville, OH 247,700 Class Y Shares 16.22%
National City Bank
of Kentucky TTEE
Cardinal Aluminum Co.
P.O. Box 94894,
Cleveland, OH 250,456 Class Y Shares 16.41%
Strafe & Co
P.O. Box 160
Westerville, OH 91,276 Class Y Shares 5.98%
(held in 2 accounts)
Danky & Co.
P.O.Box 28
Danville, KY 123,266 Class Y Shares 8.07%
Additional 5% shareholders
James and Edith
Garrison JOINT TEN
303 Oakdale
Murray, KY 19,344 Class C Shares 10.29%
Ray N. Cossey
and Elizabeth A.
Cossey TEES,
1346 Walnut Way
Bowling Green, KY 22,958 Class Y Shares 12.22%
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, nine 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 instruct the proxy
holders as to the voting of your shares as to the election of Trustees.
All of the nominees are presently Trustees and were elected by the
shareholders in April , 2000. 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 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. Ms. Herrmann is an interested person of the Fund as an officer
of the Fund, an officer, director and shareholder of the Manager and a
shareholder and director of the Distributor. Each is also an interested person
as a member of the immediate family of the other. They are so designated by an
asterisk.
In the following material 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 (this Fund), Narragansett Insured Tax-Free Income Fund and
Tax-Free Fund For Utah, each of which is a tax-free municipal bond fund, are
called the "Aquila Bond Funds"; Pacific Capital Cash Assets Trust, Capital Cash
Management Trust, Capital Cash U.S. Government Securities 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"; 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, address, positions
with the Fund, age as of the record date and business experience during at least
the past five years of each nominee and each officer of the Fund. All shares
listed as owned by the Trustees are Class A Shares unless indicated otherwise.
Lacy B. Herrmann* Founder and Chairman of the Board of Aquila
Chairman of the Management Corporation, the sponsoring
Board of Trustees organization and Manager or Administrator
380 Madison Avenue and/or Adviser or Sub-Adviser to the
New York, NY Aquila Money-Market Funds, the Aquila Bond
10017 Funds and the Aquila Equity Funds,
Age: 71 and Founder, Chairman of the Board of Trustees
Shares Owned: 227 and (currently or until 1998) President of each
since its establishment, beginning
in 1984; Director of Aquila
Distributors, Inc., distributor of
the above funds, since 1981 and
formerly Vice President or
Secretary, 1981-1998; President and
a Company, Inc., sponsor and
sub-adviser to Capital Cash
Management Trust and Capital Cash
U.S. Government Securities Trust;
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.
Thomas A. Shareholder of Robinson, Hughes &
Christopher Christopher, C.P.A.s, P.S.C., since 1977;
Trustee President of A Good Place for Fun, Inc.,
459 Martin Luther a sports facility, since 1987; active
King Blvd., Danville, member of the American Institute of
KY 40423 Certified Public Accountants; Board of
Age: 53 Directors of the Kentucky Society of C.P.A.s
Shares Owned: 2,044 1991 to 1994; Trustee of Churchill Cash
Reserves Trust 1985 to 2001 and of
Churchill Tax-Free Fund of Kentucky
since 1992; Chair of the Aquilasm
Group of Funds' Committee of Chairs
(Independent Trustees elected by
their respective Boards who meet to
consider matters of common
interest); presently active in
leadership roles with various
civic, community and church
organizations.
Douglas Dean Founder and President of Dean,
Trustee Dorton & Ford P.S.C., a public
106 West Vine Street accounting firm, since 1979;
Suite 600 previously employed by Coopers &
Lexington, Lybrand, a public accounting
KY 40507 firm; member of the American Institute
Age: 51 of Certified Public Accountants and Kentucky
Shares Owned: 5,848 Society of Certified Public Accountants;
accredited in business valuation by
the American Institute of Certified
Public Accountants; Trustee of
Trent Equity Fund, an equity
mutual fund, 1992-1994; Trustee of
Churchill Cash Reserves Trust 1995
to 2001 and of Churchill Tax-Free
Fund of Kentucky since 1987; active
as an officer and board member of
various charitable and community
organizations.
Diana P. Herrmann* President and Chief Operating Officer of
President and Trustee the Manager since 1997, a
380 Madison Director since 1984, Secretary since 1986
Avenue and previously its Executive Vice
New York, President, Senior Vice President
NY 10017 or Vice President, 1986-1997;
Age: 42 President of various Aquila Bond and
Shares Owned: 609 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, 1999-2000 and of
Reserve Private Equity Series,
1998-2000; 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.
Carroll F. Knicely President of Associated Publications Inc.,
Trustee Glasgow, Kentucky; Director and member
505 Augusta Circle, of the Executive Board of West Kentucky
Glasgow, KY 42141 Corporation and Director and Secretary-
Age: 72 Treasurer of South Gate Plaza, Inc. (owner and
Shares Owned: 25,329(1) developer of shopping centers and commercial
real estate); Director, Vice
President and Treasurer of Knicely
and Knicely, Inc. (owner and
developer of rental properties and
residential real estate); Trustee
of Campbellsville University,
Campbellsville, Kentucky since
1997; Trustee of Churchill Cash
Reserves Trust and Churchill
Tax-Free Fund of Kentucky since
1998; Editor and Publisher of
Kentucky newspaper group,
1957-1990; Secretary of Commerce of
the Commonwealth of Kentucky,
1983-1988; Commissioner of Commerce
of the Commonwealth of Kentucky,
1978-1979; currently active in real
estate development, commercial and
residential subdivision and
regional economic development
planning under Kentucky State
government sponsorship.
- ----------
(1) Includes 17,294 held of record by his wife.
- ----------
Theodore T. Mason Executive Director of Louisiana Power Partners, LLC
Trustee since 1999 and of East Wind Power Partners
26 Circle Drive, since 1994; First Vice President of the
Hastings-on-Hudson, Alumni Association of SUNY Maritime College
NY 10706 (Second Vice President, 1998-2000) and
Age: 65 Director of the same organization since 1997;
Shares Owned: 773(2) Director of Cogeneration Development of
Willamette Industries, Inc., a
forest products company, 1991-1993;
Vice President of Corporate
Development of Penntech Papers,
Inc., 1978-1991; Vice President of
Capital Projects for the same
company, 1977-1978; Vice Chairman
of the Board of Trustees of Capital
Cash Management Trust since 1981,
Trustee and Vice President,
1976-1981, and formerly Director of
its predecessor; Director of STCM
Management Company, Inc.; Vice
Chairman of the Board of Trustees
and Trustee of Prime Cash Fund
(which is inactive) since 1982;
Trustee of Short Term Asset
Reserves, 1984-1986 and 1989-1996,
of Hawaiian Tax-Free Trust and
Pacific Capital Cash Assets Trust
since 1984, of Churchill Cash
Reserves Trust since 1985, of
Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital
U.S. Government Securities Cash
Assets Trust since 1988 and of
Churchill Tax-Free Fund of Kentucky
since 1992; Trustee of OCC
Accumulation Trust and the OCC Cash
Reserves, Inc. since 1999; Director
of The Maritime Industry Museum at
Fort Schuyler and of the Maritime
College at Fort Schuyler
Foundation, Inc. since 2000;
President and Director of Ted Mason
Venture Associates, Inc., a venture
capital consulting firm, 1972-1980;
Advisor to the Commander, U.S.
Maritime Defense Zone Atlantic,
1984-1988; National Vice President,
Surface/Subsurface, Naval Reserve
Association, 1985-1987; National
Vice President, Budget and Finance,
for the same Association,
1983-1985; Commanding Officer of
four Naval Reserve Units,
1974-1985; Captain, USNR,
1978-1988.
- ----------
(2) Held jointly with his wife.
- ----------
Anne J. Mills Vice President for Business Affairs
Trustee of Ottawa University since 1992;
167 Glengarry Place IBM Corporation, 1965-1991; Budget
Castle Rock Review Officer of the American
CO 80104 Baptist Churches/USA, 1994-1997;
Age: 62 Director of the American Baptist Foundation,
Shares Owned: 1,209 1985-1996 and since 1998; Trustee of Brown
University, 1992-1999; Trustee of
Churchill Cash Reserves Trust 1985
to 2001, of Tax-Free Trust of
Arizona since 1986, of Churchill
Tax-Free Fund of Kentucky, Tax-Free
Fund of Colorado and Capital Cash
Management Trust since 1987 and of
Tax-Free Fund For Utah since 1994.
William J. Chairman and founder (1975) and Senior Advisor
Nightingale since 1995 of Nightingale & Associates,
Trustee L.L.C., a general management consulting
1266 East Main Street firm focusing on interim management,
Stamford, CT divestitures, turnaround of troubled companies,
06902 corporate restructuring and financial
Age: 71 advisory services; President, Chief Executive
Shares Owned: 1,269 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 since 1992 and of
Churchill Cash Reserves Trust 1993
to 2001 and Churchill Tax-Free Fund
of Kentucky since 1993; Director of
Ring's End, Inc., a building
materials company, since 1989, and
of Furr's Restaurant Group, Inc.,
operator of a chain of cafeteria
restaurants, since 1998.
James R. Ramsey Governor's Senior Policy Advisor and State
Trustee Budget Director since 1999; Professor
Governor's Office of Economics, University of Louisville,
for Policy Management since 1999; Vice Chancellor for Finance
Suite 284 and Administration of the
702 Capitol Hill Ave. University of North Carolina at
Frankfort, KY Chapel Hill, 1998 to 1999;Trustee
40601 of Churchill Tax-Free Fund of Kentucky
Age: 52 since 1987 and of Churchill Cash Reserves Trust
Shares Owned: 2,342(3) 1995 to 2001. 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;
served on numerous civic and
corporate boards; consultant to
Federal, State and local
governments and to private
business.
- ----------
(3) Held jointly with his wife.
- ----------
Thomas S. Albright Senior Vice President and Portfolio
Senior Vice President Manager of Churchill Tax-Free Fund of Kentucky
4175 Westport Rd. since July 2000; Vice President and
Suite 107 Portfolio Manager of Banc One Investment
Louisville, KY 40241 Advisors, Inc., 1994-2000; Senior Vice
Age: 48 President of Liberty National Trust Company,
1981-1994.
Jerry G. McGrew President of Aquila Distributors,
Senior Vice President Inc. since 1998, Registered Principal
380 Madison Avenue since 1993, Senior Vice President, 1997-1998
New York, NY 10017 and Vice President, 1993-1997; Senior Vice
Age: 56 President of Aquila Rocky Mountain Equity
Fund since 1996; Senior Vice
President of Churchill Tax-Free
Fund of Kentucky since 1994, and of
Tax-Free Fund of Colorado and
Tax-Free Fund For Utah since 1997;
Vice President of Churchill Cash
Reserves Trust 1995 to 2001;
Registered Representative of J.J.B.
Hilliard, W.L. Lyons Inc.,
1983-1987; Account Manager with IBM
Corporation, 1967-1981;
Gubernatorial appointee, Kentucky
Financial Institutions Board,
1993-1997; Chairman, Total Quality
Management for Small Business,
1990-1994; President of
Elizabethtown/Hardin County,
Kentucky, Chamber of Commerce,
1989-1991; President of
Elizabethtown Country Club,
1983-1985; Director-at-Large,
Houston Alliance for the Mentally
Ill (AMI), since 1998.
Terri M. Blair Vice President of Churchill
Vice President Tax-Free Fund of Kentucky
800 Edlin Lane since 1996; Corporate
Elizabethtown, Safety Director/Human Resource
KY 42701 Manager of Ramsey & Associates,
Age: 36 Inc. 1995-1996; Senior Sales
Representative of Bluegrass Cellular,
Inc. 1993-1995.
Rose F. Marotta Chief Financial Officer of the Aquila
Chief Financial Officer Money-Market, Bond and Equity Funds
380 Madison Avenue since 1991 and Treasurer, 1981-1991;
New York, NY formerly Treasurer of the predecessor of
10017 Capital Cash Management Trust; Treasurer
Age: 76 and Director of STCM Management Company,
Inc., since 1974; Treasurer of InCap Management
Corporation since 1982, of the Manager since
1984 and of the Distributor, 1985-2000.
Joseph P. DiMaggio Treasurer of the Aquila Money-Market,
Treasurer Bond and Equity Funds since 2001; Treasurer
380 Madison Avenue of Aquila Distributors, Inc. since 2000;
New York, NY 10017 Controller of Van Eck Global Funds, 1993-2000;
Age: 44 Mutual Fund Accounting Manager of Alliance
Capital Management L.P., 1985-1993.
Lori A. Vindigni Assistant Vice President of Aquila Management
Assistant Treasurer Corporation since 1998, formerly Fund Accountant
380 Madison Avenue for the Aquila Group of Investment Companies
New York, NY since 1995; Staff Officer and Fund Accountant of
10017 Citibank Global Asset Management Group of
Age: 34 Investment Companies, 1994-1995; Fund Accounting
Supervisor of Dean Witter Group of
Investment Companies, 1990-1994; BS
Kean College of New Jersey, 1990.
Robert W. Anderson Compliance Officer of Aquila Management
Assistant Secretary Corporation since 1998 and Assistant
380 Madison Avenue Secretary of the Aquila Money-Market Funds
New York, NY 10017 and the Aquila Bond and Equity Funds since 2000;
Age: 60 Consultant, The Wadsworth Group, 1995-1998;
Executive Vice President of
Sheffield Management Company
(investment adviser and distributor
of a mutual fund group), 1986-1995.
John M. Herndon Assistant Secretary of the Aquila Money-
Assistant Secretary Market, Bond and Equity Funds since 1995
380 Madison Avenue and Vice President of the Aquila Money-
New York, NY Market Funds since 1990; Vice President of
10017 the Manager since 1990; Investment
Age: 61 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.
Edward M. W. Hines Partner of Hollyer Brady Smith & Hines
Secretary LLP, attorneys, since 1989 and counsel,
551 Fifth Avenue 1987-1989; Secretary of the Aquila Money-Market,
New York, NY Bond and Equity Funds since 1982; Secretary
10176 of Trinity Liquid Assets Trust, 1982-1985 and
Age: 61 Trustee of that Trust, 1985-1986; Secretary of
Oxford Cash Management Fund, 1982-1988.
The Fund does not currently pay fees to any of the Fund's officers or
to Trustees affiliated with the Manager. For its fiscal year ended December 31,
2000, the Fund paid a total of $82,238 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 14 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money-market funds and equity funds.
The following table lists the compensation of all nominees for Trustee who
received compensation from the Fund or from other funds in the Aquilasm Group of
Funds during the Fund's fiscal year. None of such Trustees has any pension or
retirement benefits from the Fund or any of the other funds in the Aquila group.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Fund Group of Funds serves
Thomas A.
Christopher $7,400 $11,900 2
Douglas
Dean $6,750 $10,800 2
Carroll F.
Knicely $7,400 $11,900 2
Theodore T.
Mason $7,150 $57,050 8
Anne J.
Mills $7,400 $38,900 7
William J.
Nightingale $7,400 $18,300 3
James R.
Ramsey $8,550 $13,100 2
Class A Shares may be purchased without a sales charge by certain of
the Fund's Trustees and officers.
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 December 31, 2000, these funds had aggregate assets of
approximately $3.1 billion, of which approximately $1.8 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. During the fiscal year ended December 31, 2000 the Fund paid $859,027 in
management fees.
During the fiscal year ended December 31, 2000, $298,766 was paid under
Part I of the Fund's Distribution Plan to Qualified Recipients with respect to
the Class A Shares, of which $7,055 was retained by the Distributor. With
respect to Class C shares, during the same period $13,188 was paid under Part II
of the Plan and $4,396 was paid under the Shareholder Services plan. Of these
total payments of $17,584, the Distributor received $10,129. All of such
payments were for compensation.
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 24% by Diana P. Herrmann, 72% by Mr. Herrmann and
other members of his immediate family and the balance by a former officer of the
Distributor.
Other Information on Trustees
The Trustees have appointed a standing 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 one meeting 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. 2)
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 December 31, 2001. Such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in the Fund or the
Manager. 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, except as noted. That is, by signing and returning your proxy card or
by voting by telephone or the Internet, you give the proxy holders discretionary
authority as to any such matter or matters.
IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
CHURCHILL TAX-FREE FUND OF KENTUCKY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on APRIL 24, 2001
PROXY STATEMENT
Aquilasm Group of Funds
CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-A
PROXY FOR SHAREHOLDERS MEETING APRIL 24, 2001
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of CHURCHILL TAX-FREE FUND OF KENTUCKY (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 Tuesday, April 24, 2001 at the J B Speed Art Museum, 2035 South
Third Street, Louisville, Kentucky, at 10:00 a.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.
Please read the proxy statement prior to voting.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, 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 instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet voting
To vote your shares by the Internet, 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, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please indicate it on the proxy card or e-mail us at info@aquilafunds.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -----------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-A
For address changes and/or comments, please check this box and write
them on the back where indicated.
[]
1. Vote on Trustees
(Proposal No.1 in Proxy Statement)
Election of Trustees
1) Lacy B. Herrmann*; 2) Thomas A. Christopher; 3) Douglas Dean; 4) Diana P.
Herrmann*; 5) Carroll F. Knicely; 6) Theodore T. Mason; 7) Anne J. Mills; 8)
William J. Nightingale; 9) James R. Ramsey
* 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.
- ----------------
[bolded in printed form]
Management recommends a vote for all nominees listed above and for the proposal
listed below. The shares represented hereby will be voted as indicated below or
For if no choice is indicated
2. Action on selection of KPMG LLP
as independent auditors (Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with their best
judgment.
Please indicate if you plan to attend one of the Shareholder Meetings.
If you mark one of the boxes below, you must return the proxy card by mail to
have this information recorded.
I plan to attend the annual meeting in Louisville [__]
I plan to attend the outreach meeting in Bowling Green [__]
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)
Aquilasm Group of Funds
CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-C
PROXY FOR SHAREHOLDERS MEETING APRIL 24, 2001
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of CHURCHILL TAX-FREE FUND OF KENTUCKY (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 Tuesday, April 24, 2001 at the J B Speed Art Museum, 2035 South
Third Street, Louisville, Kentucky, at 10:00 a.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.
Please read the proxy statement prior to voting.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, 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 instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet voting
To vote your shares by the Internet, 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, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please indicate it on the proxy card or e-mail us at info@aquilafunds.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -----------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-C
For address changes and/or comments, please check this box and write
them on the back where indicated.
[]
2. Vote on Trustees
(Proposal No.1 in Proxy Statement)
Election of Trustees
2) Lacy B. Herrmann*; 2) Thomas A. Christopher; 3) Douglas Dean; 4) Diana P.
Herrmann*; 5) Carroll F. Knicely; 6) Theodore T. Mason; 7) Anne J. Mills; 8)
William J. Nightingale; 9) James R. Ramsey
* 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.
- ----------------
[bolded in printed form]
Management recommends a vote for all nominees listed above and for the proposal
listed below. The shares represented hereby will be voted as indicated below or
For if no choice is indicated
2. Action on selection of KPMG LLP
as independent auditors (Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with their best
judgment.
Please indicate if you plan to attend one of the Shareholder Meetings.
If you mark one of the boxes below, you must return the proxy card by mail to
have this information recorded.
I plan to attend the annual meeting in Louisville [__]
I plan to attend the outreach meeting in Bowling Green [__]
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)
Aquilasm Group of Funds
CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-Y
PROXY FOR SHAREHOLDERS MEETING APRIL 24, 2001
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of CHURCHILL TAX-FREE FUND OF KENTUCKY (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 Tuesday, April 24, 2001 at the J B Speed Art Museum, 2035 South
Third Street, Louisville, Kentucky, at 10:00 a.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.
Please read the proxy statement prior to voting.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com
VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week
Telephone
1-800-690-6903
To vote your shares by telephone, 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 instructions using this proxy card as a guide. If you vote
by phone, you need not return the proxy card by mail.
Internet voting
To vote your shares by the Internet, 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, you need not return the proxy card
by mail.
Mail
You can vote your shares by completing and returning this proxy card.
Please mark your proxy, date and sign it below and return it promptly in the
accompanying envelope which requires no postage if mailed in the United States.
Annual Meeting Attendance
We encourage you to attend the Annual Meeting of Shareholders. If you can join
us, please indicate it on the proxy card or e-mail us at info@aquilafunds.com
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
- -----------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-Y
For address changes and/or comments, please check this box and write
them on the back where indicated.
[]
3. Vote on Trustees
(Proposal No.1 in Proxy Statement)
Election of Trustees
3) Lacy B. Herrmann*; 2) Thomas A. Christopher; 3) Douglas Dean; 4) Diana P.
Herrmann*; 5) Carroll F. Knicely; 6) Theodore T. Mason; 7) Anne J. Mills; 8)
William J. Nightingale; 9) James R. Ramsey
* 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.
- ----------------
[bolded in printed form]
Management recommends a vote for all nominees listed above and for the proposal
listed below. The shares represented hereby will be voted as indicated below or
For if no choice is indicated
2. Action on selection of KPMG LLP
as independent auditors (Proposal No.2 in Proxy Statement)
FOR [__] AGAINST [__] ABSTAIN [__]
As to any other matter said proxies shall vote in accordance with their best
judgment.
Please indicate if you plan to attend one of the Shareholder Meetings.
If you mark one of the boxes below, you must return the proxy card by mail to
have this information recorded.
I plan to attend the annual meeting in Louisville [__]
I plan to attend the outreach meeting in Bowling Green [__]
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)