IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
TAX-FREE TRUST OF ARIZONA
380 Madison Avenue, Suite 2300, New York, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
on October 28, 1996
TO OUR SHAREHOLDERS:
The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Tax-Free Trust of Arizona (the
"Trust") will be held:
Place: (a) The Ritz-Carlton
2401 East Camelback Road
Phoenix, AZ 85016
Time: (b) on October 28, 1996, at 1:00 p.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 Trust's
shareholders or until his or her
successor is duly elected;
(ii) to ratify (that is, to approve) or
reject the selection of KPMG Peat
Marwick LLP as the Trust's independent
auditors for the fiscal year ending June
30, 1997 (Proposal No. 1);
PLEASE NOTE:
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, YOU ARE REQUESTED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY AND TO DATE,
SIGN AND RETURN IT IN THE ACCOMPANYING STAMPED ENVELOPE. TO AVOID
UNNECESSARY EXPENSE TO THE TRUST, YOUR COOPERATION IS REQUESTED
IN MAILING IN YOUR PROXY 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 Trust's
records at the close of business on
August 9, 1996 (the "record date").
Also, the number of shares held by you
according to such records at the close
of business on the record date
determines the number of shares you may
vote at the Meeting (or any adjourned
meeting or meetings).
By Order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
September 10, 1996
<PAGE>
(ii)
TAX-FREE TRUST OF ARIZONA
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 Tax-Free Trust of Arizona
(the "Trust"). 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 on the
enclosed proxy card.
A COPY OF THE TRUST'S MOST RECENT ANNUAL REPORT AND MOST
RECENT SEMI-ANNUAL REPORT WILL BE SENT TO YOU WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE TRUST'S DISTRIBUTOR, AQUILA DISTRIBUTORS,
INC., 380 MADISON AVENUE, SUITE 2300, NEW YORK, NY 10017 OR BY
CALLING 800-437-1020 TOLL-FREE OR 212-697-6666.
The Trust's investment adviser is Bank One Arizona, NA (the
"Adviser"), 241 North Central Avenue, Phoenix, Arizona. The
Adviser is a wholly-owned subsidiary of BANC ONE CORPORATION,
Columbus, Ohio. The Trust's organizer and administrator (the
"Administrator") is Aquila Management Corporation, 380 Madison
Avenue, Suite 2300, New York, NY 10017. The Trust'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 September 10, 1996.
The enclosed proxy card authorizes the persons named (or
their substitutes) to vote your shares; the Trust 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 striking a line through the nominee's name
on the proxy card.
As to the other matters listed on the proxy card, you may
direct the proxy holders to vote your shares on those proposals
by checking the appropriate box "For" or "Against" or instruct
them not to vote your shares on a proposal by checking the
"Abstain" box. If you return your signed proxy card and do not
check any box on a proposal, the proxy holders will vote your
shares for that proposal. Shares held by brokers in "street name"
and not voted or marked as abstentions will not be counted for
purposes of determining a quorum.
You may end the power of the proxy holders to vote your
shares after you have signed and returned your proxy card and
before the power is used by (i) so notifying the Trust in
writing; (ii) signing a new and different proxy card (if the
Trust receives it before the old one is used); or (iii) voting
your shares in person or by your duly appointed agent at the
meeting.
The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("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 Trust 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 Trust's shares so that these owners may
authorize the voting of these shares. The Trust will pay these
firms for their out-of-pocket expenses for doing so.
The Trust has three classes of shares outstanding. All
shareholders of the Trust are entitled to vote at the meeting.
Each shareholder on the record date is entitled to one (1) vote
for each dollar (and a proportionate fractional vote for each
fraction of a dollar) of net asset value (determined as of the
record date) represented by full and fractional shares of any
class held on the record date. On the record date, the net asset
value per share of each of the three classes of the Trust's
shares was $10.57.
On the record date, the total number of shares of the Trust
of all classes outstanding and entitled to vote was 37,512,699,
of which all but 593 shares were Class A Shares. In addition, the
Trust had outstanding 583 Class C Shares all of which were owned
of record by N.M. Carpenter, Gilbert, AZ, and 10 Class Y Shares,
held of record by the Administrator. The Trust'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, nine 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.
All of the nominees are presently Trustees and were elected
by the shareholders in September, 1995. Mr. Herrmann, Mr.
Courtney, Mr. Ensign, Ms. Mills and Mr. Quinsler have been
Trustees since the beginning of the Trust's operations in March
1986, were named as a Trustee either in the original Declaration
of Trust or by such original Trustees, and were also elected as a
Trustee by the Trust's sole original shareholder, Aquila
Management Corporation, the Trust's Administrator (the
"Administrator"). Mr. Albrecht and Mr. Carlson have been Trustees
since 1987. Ms. Herrmann and Mr. Lucking have been Trustees since
1994. Mr. Herrmann is an interested person, as that term is
defined in the Investment Company Act of 1940 (the "1940 Act"),
of the Trust as an officer of the Trust and as a Director,
officer and shareholder of the Trust's Distributor. Ms. Herrmann
is an interested person of the Trust, as a member of Mr.
Herrmann's immediate family. Mr. Carlson and Mr. Lucking are
interested persons of the Trust as security holders of the
Adviser's parent, BANC ONE CORPORATION. Interested Trustees are
so designated by an asterisk. The beneficial ownership of shares
indicated below as of August 9, 1996 includes voting and
investment control unless otherwise indicated. Shares are given
to the nearest full share.
Described in the following material are the name, positions
with the Trust, age as of August 9, 1996, and business experience
during at least the past five years (other than with the Trust)
of each nominee and all officers of the Trust.
Lacy B. Herrmann*, President and Chairman of the Board of
Trustees, Age:67, Shares Owned: 183 (1)
Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and
Administrator and/or Adviser or Sub-Adviser to the following
open-end investment companies, and Founder, Chairman of the Board
of Trustees, and President of each: Pacific Capital Cash Assets
Trust since 1984; Churchill Cash Reserves Trust since 1985;
Pacific Capital U.S. Treasuries Cash Assets Trust since 1988;
Pacific Capital Tax-Free Cash Assets Trust since 1988; each of
which is a money market fund, and together with Capital Cash
Management Trust ("CCMT") are called the Aquila Money-Market
Funds; and Hawaiian Tax-Free Trust since 1984; Tax-Free Trust of
Oregon since 1986; Tax-Free Fund of Colorado since 1987;
Churchill Tax-Free Fund of Kentucky since 1987; Tax-Free Fund For
Utah since 1992; and Narragansett Insured Tax-Free Income Fund
since 1992; each of which is a tax-free municipal bond fund, and
two equity funds, Aquila Rocky Mountain Equity Fund since 1993
and Aquila Cascadia Equity Fund, since 1996, which, together with
this Trust are called the Aquila Bond and Equity Funds; Vice
President, Director, Secretary and formerly Treasurer of Aquila
Distributors, Inc. since 1981, distributor of the above funds;
President and Chairman of the Board of Trustees of CCMT, a money
market fund since 1981, and an Officer and Trustee/Director of
its predecessors since 1974; Chairman of the Board of Trustees
and President of Prime Cash Fund, since 1982 and of Short Term
Asset Reserves 1984-1996; President and a Director of STCM
Management Company, Inc., sponsor and sub-adviser to CCMT;
Chairman, President, and a Director since 1984, of InCap
Management Corporation, formerly sub-adviser and administrator of
Prime Cash Fund and Short Term Asset Reserves, and Founder and
Chairman of several other money market funds; 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, The Saratoga Advantage Trust, and
of the 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) Class A Shares and Class C Shares held of record of the
Administrator; does not include Class Y Shares described under
"Introduction."
Philip E. Albrecht, C.F.A., Trustee, Age: 71, Shares Owned: 6,192
Retired; Senior Vice President, Investments of National
Securities & Research Corporation, 1973-1984; Vice President of
Research of Merrill Lynch, Pierce, Fenner & Smith, 1949-1973;
past President of The New York Society of Security Analysts;
former officer and Director of The Financial Analysts Federation;
former officer and Trustee of the Institute of Chartered
Financial Analysts; active in a similar capacity with various
other professional organizations; Trustee of Tax-Free Fund For
Utah since 1992.
Arthur K. Carlson*, Trustee, Age: 74, Shares Owned: 3,843
Retired; Advisory Director of the Renaissance Companies (design
and construction companies of commercial, industrial and upscale
residential properties) since 1996; Senior Vice President and
Manager of the Trust Division of The Valley National Bank of
Arizona, 1977-1987; Trustee of Tax-Free Fund of Colorado,
Hawaiian Tax-Free Trust, and Pacific Capital Cash Assets Trust
since 1987, of Pacific Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets Trust since 1988 and
of Aquila Rocky Mountain Equity Fund since 1993; previously Vice
President of Investment Research at Citibank, New York City, and
prior to that Vice President and Director of Investment Research
of Irving Trust Company, New York City; past President of The New
York Society of Security Analysts and currently a member of the
Phoenix Society of Financial Analysts; formerly Director of the
Financial Analysts Federation; past Chairman of the Board and,
currently, Director of Mercy Healthcare of Arizona, Phoenix,
Arizona since 1990; Director of Northern Arizona University
Foundation since 1990; present or formerly an officer and/or
director of various other community and professional
organizations.
Thomas W. Courtney, C.F.A., Trustee, Age: 62, Shares Owned: 594
President of Courtney Associates, Inc., a venture capital firm,
since 1988; General Partner of Trivest Venture Fund, 1983-1988;
President of Federated Investment Counseling Inc., 1975-1982;
President of Boston Company Institutional Investors, Inc., 1970-
1975; formerly a Director of the Financial Analysts Federation;
Trustee of Hawaiian Tax-Free Trust and Pacific Capital Cash
Assets Trust since 1984 and of Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital U.S. Treasuries Cash Assets
Trust since 1988; 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.
William L. Ensign, Trustee, Age: 67, Shares Owned: 613 (2)
Assistant Architect of the United States Capital, Washington,
D.C. since 1980; formerly President and Chief Executive Officer
of McLeod Ferrara Ensign, a planning, architectural, and interior
design firm, in Washington D.C. and Maryland; a Fellow and former
member of the Board of Directors of the American Institute of
Architects and past President of the Washington-Metropolitan
Chapter of the A.I.A.; active in the National Trust for Historic
Preservation; designee to the Advisory Council on Historic
Preservation; designee to the Zoning Commission of the District
of Columbia since 1989; Trustee of Tax-Free Fund For Utah since
1991; Trustee of Oxford Cash Management Fund, 1983-1989.
(2) Held jointly with his wife.
Diana P. Herrmann*, Trustee, Age: 38, Shares owned: 435
Senior Vice President and Secretary and formerly Vice President
of the Administrator since 1986 and Director since 1984; Trustee
of Tax-Free Trust of Oregon since 1994 and of Churchill Tax-Free
Fund of Kentucky and Churchill Cash Reserves Trust since 1995;
Vice President of InCap Management Corporation since 1986 and
Director since 1983; Senior Vice President or Vice President and
formerly Assistant Vice President of the Money Funds since 1986;
Vice-President of Cascades Cash Fund 1989-1994, of Prime Cash
Fund 1986-1996 and of Short Term Asset Management Fund, 1986-
1988; Assistant Vice President of Oxford Cash Management Fund,
1986-1988; Assistant Vice President and formerly Loan Officer of
European American Bank, 1981-1986; daughter of the Trust's
President; 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.
John C. Lucking*, Trustee, Age: 53, Shares Owned: 1,154
Consulting Economist for Econ-Linc since 1995; Consulting
Economist of Bank One Arizona (formerly Valley National bank of
Arizona) 1994-1996; Chief Economist of that bank, 1987-1994;
Municipal bond analyst and Government Securities salesman, 1984-
1987; Financial Analyst of Phelps Dodge Corporation (a mining
company) 1980-1984; Director of New Mexico and Arizona Land
Company since 1993.
Anne J. Mills, Trustee, Age: 57, Shares Owned: 691
Vice President for Business Affairs of Ottawa University since
1992; Director of Customer Fulfillment, U.S. Marketing and
Services Group, IBM Corporation, 1990-1991; Director of Business
Requirements of that Group, 1988-1990; Director of Phase
Management of that Group, 1985-1988; Budget Review Officer of the
American Baptist Churches/USA since 1994; Director of the
American Baptist Foundation since 1985; Trustee of Brown
University; Trustee of Churchill Cash Reserves Trust since 1985,
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 T. Quinsler, Trustee, Age: 72, Shares Owned: 11,985 (3)
Secretary, Assistant Treasurer and Secretary to the Board of
Directors of the Arizona Public Service Company with liaison
responsibilities for pension and other fund management, 1969-
1983; registered professional engineer; Director and/or member of
various business and charitable organizations, including the
Phoenix Society of Financial Analysts (past President), the
American Society of Corporate Secretaries, the National Society
of Professional Engineers, the Financial Analysts Federation and
the Arizona Cattle Growers Association; Director of Utility
Services Insurance Company, Ltd., 1970-1984, Vice President,
1972-1982 and President and Chief Operating Officer, 1982-1984.
(3) Held as community property with his wife.
William C. Wallace, Senior Vice President, Age: 61
Vice President of Capital Cash Management Trust and Pacific
Capital Cash Assets Trust since 1984; Senior Vice President of
Hawaiian Tax-Free Trust since 1985 and Vice President, 1984-1985;
Vice President of Tax-Free Trust of Oregon since 1986, of
Churchill Tax-Free Fund of Kentucky and Tax-Free Fund of Colorado
since 1987, of Pacific Capital Tax-Free Cash Assets Trust and
Pacific Capital U.S. Treasuries Cash Assets Trust since 1988 and
of Narragansett Insured Tax-Free Income Fund since 1992;
Secretary and Director of STCM Management Company, Inc. since
1974; President of the Distributor since 1995 and formerly Vice
President of the Distributor, 1986-1992; Member of the Panel of
Arbitrators, American Arbitration Association, since 1978;
Assistant Vice President, American Stock Exchange, Market
Development Division, and Director of Marketing, American Gold
Coin Exchange, a subsidiary of the American Stock Exchange, 1976-
1984.
Susan A. Cook, Vice President, Age: 41
Registered Representative of Aquila Distributors, Inc. since
1993; Vice President of Cowen & Company, Members of the New York
Stock Exchange, 1988-1991. Institutional Sales and Trading at
Robertson, Stephens, & Montgomery Securities in San Francisco,
CA, 1981-1986.
Kristian P. Kjolberg, Vice President, Age: 34
Registered Representative of Aquila Distributors, Inc. since
1995; Financial Adviser and Registered Representative of Sentra
Securities Corporation, 1992-1995; Financial Adviser of
Prudential Insurance Company, 1990-1992.
Rose F. Marotta, Chief Financial Officer, Age: 72
Chief Financial Officer of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1991 and 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 Administrator since 1984 and of
the Distributor since 1985.
Richard F. West, Treasurer, Age: 60
Treasurer of the Aquila Money-Market Funds and the Aquila Bond
and Equity Funds and 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, Age: 56
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines &
Mone LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary
of the Aquila Money-Market Funds and the Aquila 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, Assistant Secretary, Age: 56
Assistant Secretary of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1995 and Vice President of the
Aquila Money-Market Funds since 1990; Vice President of the
Administrator 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.
Patricia A. Craven, Assistant Secretary & Compliance Officer,
Age: 30
Assistant Secretary of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1995; Counsel to the
Administrator and the Distributor since 1995; formerly a Legal
Associate for Oppenheimer Management Corporation, 1993-1995.
Compensation of Trustees
The Trust does not pay fees to Trustees affiliated with the
Administrator or to any of the Trust's officers. During the
fiscal year ended June 30, 1996, the Trust paid $80,633 in fees
and reimbursement of expenses to its other Trustees. The Trust is
one of the 14 funds in the Aquilasm Group of Funds, which consist
of tax-free municipal bond funds, money market funds and two
equity funds. The following table lists the compensation of all
Trustees who received compensation from the Trust and the
compensation they received during the Trust's fiscal year from
other funds in the Aquilasm Group of Funds. None of such Trustees
has any pension or retirement benefits from the Trust or any of
the other funds in the Aquila group.
[CAPTION]
<TABLE>
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Trust Group now serves
<S> <C> <C> <C>
Philip E.
Albrecht $7,554 $8,954 2
Arthur K.
Carlson $8,230 $39,340 7
Thomas W.
Courtney $8,150 $33,390 5
William L.
Ensign $0 $0 2
John C.
Lucking $6,250 $6,250 1
Anne J.
Mills $7,870 $30,364 6
William T.
Quinsler $8,450 8,450 1
</TABLE>
The Administrator is administrator to the Aquilasm Group of
Funds which consists of tax-free municipal bond funds, money
market funds and two equity funds. As of June 30, 1996, these
funds had aggregate assets of approximately $2.6 billion, of
which approximately $1.9 billion consisted of assets of the
tax-free municipal bond funds. The Administrator is controlled by
Mr. Lacy B. Herrmann, through share ownership directly, through a
trust and by his wife. For the year ended June 30, 1996, fees of
$777,611 were accrued to each of the Adviser under the Trust's
advisory agreement and to the Administrator under the Trust's
administration agreement. During the year ended June 30, 1996
under the Fund's Distribution Plan $584,611 was paid to Qualified
Recipients of which the Distributor received $17,199.
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 Trust.
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. All of the shares of the Distributor are owned by Mr.
Herrmann.
At the date of this proxy statement, there is a proposed
transaction whereby all of the shares of the Distributor, which
are currently owned by Mr. Herrmann, will be owned by certain
directors and/or officers of the Administrator and/or the
Distributor including Mr. Herrmann.
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," 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 Trust's internal accounting
procedures and controls. The Committee held two meetings during
the Trust's last fiscal year. The Board of Trustees does not have
a nominating committee. During the Trust'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 Peat Marwick LLP, which is currently serving as the
Trust's auditors, has been selected by the Trust's Board of
Trustees, including a majority of the Independent Trustees, as
the Trust's independent auditors for the fiscal year ending June
30, 1997, such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in the
Trust, the Trust's Adviser or the Trust's Administrator. 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
Trust's proxy statement and proxy card for a particular annual
meeting. One of these conditions relates to the timely receipt by
the Trust of any such proposal. Under these rules, proposals
submitted for inclusion in the proxy material for the Trust's
next annual meeting after the meeting to which this Proxy
Statement relates must be received by the Trust 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 Trust will so advise you.
The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.
OTHER BUSINESS
The Trust 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 the proxy cards entitle them to vote in accordance
with their judgment on such matter or matters. That is, by
signing and returning your proxy card, you give the proxy holders
discretionary authority as to any such matter or matters.
<PAGE>
TAX-FREE TRUST OF ARIZONA
PROXY FOR SHAREHOLDERS MEETING
OCTOBER 28, 1996
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of TAX-FREE TRUST OF ARIZONA
(the "Trust") does hereby appoint LACY B. HERRMANN and EDWARD M.
W. HINES, or either of them, as attorneys and proxies of the
undersigned, with full power of substitution, to attend the
Annual Meeting of Shareholders of the Trust to be held on October
28, 1996, at The Ritz-Carlton, 2401 East Camelback Road,
Phoenix, AZ 85016 at 1:00 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.
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.
Election of Trustees---.
__
[__] FOR all nominees listed below
__
[__] VOTE WITHHELD for all nominees listed
below
(Instructions: To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee
or the names of such nominees in the list below.)
LACY B. HERRMANN; PHILIP E. ALBRECHT; ARTHUR K. CARLSON;
THOMAS W. COURTNEY; WILLIAM L. ENSIGN; DIANA P. HERRMANN;
JOHN C. LUCKING; ANNE J. MILLS; WILLIAM T. QUINSLER
Action on selection of KPMG Peat
Marwick as independent
auditors;
__ __ __
(Proposal No. 1) FOR [__] AGAINST [__] ABSTAIN [__]
Dated: ____________ ______, 1996
Month Day
__________________________________
SIGNATURE(S)
__________________________________
SIGNATURE(S)
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.
