IMPORTANT NOTICE [Logo]
PLEASE READ IMMEDIATELY Aquilasm Group of Funds
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 NOVEMBER 19, 1999
TO SHAREHOLDERS OF THE TRUST:
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) at the Arizona Biltmore, Grand Ballroom;
24th Street at Missouri
Phoenix, AZ 85016
Time: (b) on November 19, 1999
at 10:00 a.m. local time;
Purposes: (c) for the following purposes:
(i) to elect seven 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 LLP as the Trust'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 Trust, 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 Trust's records at the close of
business on August 26, 1999 (the "record date").
Also, the number of shares of each of the Trust'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
October 1, 1999
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 in
voting.
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 organizer and Manager (the "Manager") 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. The Trust's Investment Sub-Adviser (the "Sub-
Adviser") is Banc One Investment Advisors Corporation, 241 North
Central Avenue, Phoenix, AZ 85004.
This Notice and Proxy Statement are first being mailed on or
about October 1, 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 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 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 instructions 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 Trust 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 Trust in writing; (ii) signing a
new and different proxy card (if the Trust 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 Trust'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 Trust 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 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 their shares. The Trust will pay these firms their out-of-
pocket expenses for doing so.
On the record date, the Trust had 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 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 Trust's outstanding classes
of shares was as follows: Class A Shares, $10.38; Class C Shares,
$10.39; and Class Y Shares, $10.41. The meeting is expected to
act only upon matters that affect the Trust as a whole: the
election of Trustees and the action on the selection of auditors
(Proposal No. 1). On matters that affect the Trust as a whole,
all shareholders of the Trust, including the shareholders of all
classes of the Trust, 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,
37,291,318; Class C Shares, 153,247; and Class Y Shares, 207,923.
Of shares of the Trust outstanding on the record date, Zions
First National Bank, P.O. Box 30880, Salt Lake City, UT held of
record 204,435 Class Y Shares (8.84% of the class) and Donaldson
Lufkin Jenrette Securities Corporation, P.O. Box 2052, Jersey
City, NJ 07303 held of record in 5 accounts 94,868 Class Y Shares
(61.9% of the class). On the basis of information received from
those holders, the Trust's management believes that all of such
shares are held for the benefit of clients. The Trust's
management is not aware of any other person owning of record or
beneficially 5% or more of the shares of any class of Trust's
outstanding shares as of that date.
ELECTION OF TRUSTEES
At the meeting, seven 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 October 1998. Mr. Herrmann, Mr. Courtney,
Mr. Ensign and Ms. Mills have been Trustees since the beginning
of the Trust's operations in 1986. Mr. Carlson has been a Trustee
since 1987. Ms. Herrmann and Mr. Lucking have been Trustees since
1994. In the material below and elsewhere in this Proxy
Statement, Aquila Management Corporation is referred to as the
"Manager" and the Trust's Distributor, Aquila Distributors, Inc.,
is referred to as the "Distributor." Mr. Herrmann is an
interested person of the Trust as that term is defined in the
Investment Company Act of 1940 (the "1940 Act") as an officer of
the Trust and a director, officer and shareholder of the Manager
and the Distributor. Ms. Herrmann is an interested person of the
Trust as an officer of the Trust and the Manager and a
shareholder of the Distributor. Each is also an interested person
as a member of the immediate family of the other. Mr. Carlson is
an interested person of the Trust as a security holder of the
Sub-Adviser's parent, Bank One Corporation. They are 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 (this Trust), Tax-Free Trust of Oregon, Tax-Free Fund of
Colorado, Churchill Tax-Free Fund of Kentucky, Narragansett
Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila
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 Trust, age as of the record date and business experience
during at least the past five years (other than with the Trust)
of each nominee and all officers of the Trust. All shares listed
as owned by the Trustees are Class A Shares unless indicated
otherwise.
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
Shares owned: 214 Manager or
Administrator
and/or Adviser or 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; Director of Aquila
Distributors, Inc.,
distributor of the above
funds, since 1981 and formerly
Vice President or Secretary,
1981-1998; 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.
Arthur K. Carlson* Trustee Retired; Advisory
8702 North Via La Serena Director of the
Paradise Valley, Arizona Renaissance
Companies
85253
(design and construction
Age: 77
companies of commercial,
Shares owned: 4,543 (1)
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, Tax-Free Trust
of Arizona (this Trust) and
Pacific Capital Cash Assets
Trust since 1987, of Pacific
Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S.
Government Securities 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 past Director of
Mercy Healthcare of Arizona,
Phoenix, Arizona; Director of
St. Joseph's Hospital
Foundation since 1996 and
Director of Northern Arizona
University Foundation since
1990, presently or formerly an
officer and/or director of
various other community and
professional organizations.
(1) Held of record by a
nominee.
Thomas W. Courtney Trustee President of Courtney
P.O. Box 8186
Associates, Inc., a
Naples, Florida 33941 venture capital
Age: 66
firm,since 1988; General
Shares owned: 696 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, of Tax-Free
Trust of Arizona (this Trust)
since 1986 and of Pacific
Capital Tax-Free Cash Assets
Trust and Pacific Capital U.S.
Government Securities Cash
Assets Trust since 1988;
Trustee of numerous
Oppenheimer Capital and
Oppenheimer Management Funds.
William L. Ensign Trustee Planning and Architectura
l2928 Cortland Place N.W. Consultant; Acting
Washington, D.C. 20008 Architect of the United
Age: 70 States Capital 1995-1997;
Shares owned: 718 (2) Assistant Architect of the
United States Capital 1980-
1995; previously President and
CEO, McLeod Ferrara Ensign, an
international planning and
design firm based in
Washington DC; Fellow and
former Director of the
American Institute of
Architects; District of
Columbia Zoning Commissioner
1989-1997; member, U.S.
Capitol Police Board 1995-
1997, National Advisory
Council on Historic
Preservation 1989-1997,
National Capital Memorial
Commission 1989-1997; Acting
Director of the U.S. Botanic
Garden 1995-1997; Trustee,
National Building Museum 1995-
1997; Trustee of Tax-Free
Trust of Arizona (this Trust)
since 1986 and 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* President President and Chief
380 Madison Avenue Trustee Operating Officer of the
New York, New York Manager since 1997, 10017 Age:
41 a Director since 1984,
Shares owned: 510 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
Trust'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.
John C. Lucking Trustee President, Econ-Linc, an 7537
N. Central Av. economic consulting firm,
Phoenix, Arizona since 1995; Consulting
850206 Economist, Bank One
Age: 56
Arizona, (formerly Valley
Shares owned: 1,353 National Bank
of Arizona)1994-1996; Chief
Economist, Valley National
Bank of Arizona, 1987-1994;
Municipal bond analyst and
government securities
institutional sales
representative, Valley
National Bank of Arizona, 1984-
1987; Financial Analyst,
Phelps Dodge Corporation (a
mining company) 1980-1984;
Director of New Mexico and
Arizona Land Company since
1993; Director of Northern
Arizona University Investment
Committee since 1997; Director
SANU Resources and SHRI
(privately held mining and
exploration companies) since
1996; Director: Arizona
Historical Foundation and The
Arizona Mining and Mineral
Museum Foundation. Member:
Joint Legislative Budget
Committee Economic Advisory
Panel; Western Blue Chip
Economic Forecast Panel; The
Economic Club of Phoenix; The
Arizona Economic Roundtable;
The National Association of
Business Economists and the
National Association of
Corporate Directors.
Anne J. Mills Trustee Vice President for Business
167 Glengarry Place Affairs of Ottawa University
Castle Pines Village since 1992; Director of
Castle Rock, Customer Fulfillment,
Colorado 80104 U.S.
Marketing and Services
Age: 60
Group, IBM Corporation, 1990-
Shares owned: 810 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,
1994-1997; Director of the
American Baptist Foundation
1985-1986 and since 1998;
Trustee of Brown University;
Trustee of Churchill Cash
Reserves Trust since 1985, of
Tax-Free Trust of Arizona
(this Trust) 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.
Susan A. Cook Senior Registered Representative
6220 E. Thomas Road Vice of Aquila Distributors,
Scottsdale, Arizona President Inc. since 1993; Account
85251 Executive, Cowen &
Age: 44
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.
Kimball L. Young Vice Co-Founder of Lewis
2049 Herbert President Young Robertson&
Avenue Burningham,Inc., an NASD
Salt Lake City, Utah licensed broker/dealer
84108 providing public
Age: 52 finance services to Utah local
governments, 1995-present.
Senior Vice President of Tax-
Free Trust of Arizona (this
Trust) and Tax-Free Fund For
Utah. Formerly Senior Vice
President-Public Finance,
Kemper Securities Inc., Salt
Lake City, Utah.
Alan R.Stockman Vice Vice President of Tax-
6220 E. Thomas President Free Trust of Arizona
Road, Scottsdale (this Trust) and Aquila Rocky
Arizona 85251 Mountain Equity Fund since
Age:45 1999; Registered
Representative of Aquila
Distributors, Inc. since 1999;
Commercial Client Services
Representative, Bank One, 1997-
1999; Trader and Financial
Consultant, National Bank of
Arizona (Zions Investment
Securities Inc.), Phoenix,
Arizona 1996-1997; Vice
President and Investment
Department Manager, National
Bank of Alaska, Anchorage,
Alaska 1985-1995.
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 Assistant Assistant Secretary of
380 Madison Avenue Secretary the Aquila Money-Market,
New York, New York Bond and Equity Funds
10017 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.
The Trust does not currently pay fees to any of the Trust's
officers or to Trustees affiliated with the Manager or the Sub-
Adviser. For its fiscal year ended June 30, 1999, the Trust paid
a total of $70,423 in compensation and reimbursement of expenses
to the Trustees. No other compensation or remuneration of any
type, direct or contingent, was paid by the Trust to its
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 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.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Trust Group serves
Arthur K. Carlson $8,904 $57,550 7
Thomas W. Courtney $9,450 $47,304 5
William L. Ensign $10,516 $13,408 2
Anne J. Mills $10,670 $34,572 6
John C. Lucking $9,150 $9,150 1
Class A Shares may be purchased without a sales charge by
certain of the Trust's Trustees and officers.
The Trust'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. During the fiscal year ended
June 30, 1999 the Trust paid $1,605,996 in management fees.
During the fiscal year ended June 30, 1999, $598,973 was
paid under Part I of the Trust's Distribution Plan to Qualified
Recipients. Of that amount, $23,262 was paid to the Distributor.
During the same period $8,802 was paid to Qualified Recipients
under Part II of the Plan with respect to the Trust's Class C
Shares, of which $5,986 was retained by the Distributor.
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. 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 Trust, 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 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, 2000.
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 Administrator or the Trust's 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
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 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.
<PAGE>
TAX-FREE TRUST OF ARIZONA
PROXY FOR SHAREHOLDERS MEETING NOVEMBER 19, 1999
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of TAX-FREE TRUST OF ARIZONA
(the "Trust") 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 Trust to be held
on Friday, November 19, 1999 at the Arizona Biltmore, Grand
Ballroom, 24th Street at Missouri, Phoenix, Arizona; 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.
Telephone Voting (Touch-tone only)
You can vote your 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 Trust 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 PROPOSAL 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 November 19, please call us at 1-800-437-1020,
e-mail us at [email protected] 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
TAX-FREE TRUST OF ARIZONA
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.
1) Lacy B. Herrmann; 2) Arthur K. Carlson; 3) Thomas W.
Courtney; 4 ) William L. Ensign.; 5) Diana P. Herrmann; 6)
John C. Lucking; 7) Anne J. Mills
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[__] For all
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[__] Withhold all
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[__] For all except
To withhold authority to vote, mark "For all Except" and write
the nominee's number on the line below.
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Vote on Proposal
1. Action on selection of KPMG LLP
as independent auditors (Proposal No.1 in Proxy Statement)
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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)
