IMPORTANT NOTICE
PLEASE READ IMMEDIATELY
AQUILA
TAX-FREE FUND FOR UTAH
380 MADISON AVENUE, SUITE 2300, NEW YORK, N.Y. 10017
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
ON SEPTEMBER 27, 1996
TO OUR SHAREHOLDERS:
The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Aquila Tax-Free Fund For Utah (the
"Fund") will be held:
Place: (a) at Red Lion Hotel
255 South West Temple
Salt Lake City, Utah 84101
Time: (b) on September 27, 1996,
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 Fund's shareholders
or until his or her successor is duly
elected;
(ii) to ratify (that is, to approve) or
reject the selection of KPMG Peat Marwick
LLP as the Fund'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 FUND, 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 Fund's records
at the close of business on July 17, 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
August 5, 1996
<PAGE>
(ii)
AQUILA
TAX-FREE FUND FOR UTAH
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 Aquila Tax-Free Fund For Utah
(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 on the enclosed
proxy card.
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-
882-4937 TOLL-FREE OR 212-697-6666.
The Fund's organizer and administrator (the "Administrator")
is Aquila Management Corporation, 380 Madison Avenue, Suite 2300,
New York, NY 10017. The Fund's investment adviser is First Security
Investment Management, Inc. (the "Adviser"), 61 South Main Street,
Salt Lake City, Utah 84111.
This Notice and Proxy Statement are first being mailed on or
about August 5, 1996.
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 striking a line through the nominee's name 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 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 Fund in writing; (ii) signing
a new and different proxy card (if the Fund 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 Fund 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 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
these shares. The Fund will pay these firms for their out-of-pocket
expenses for doing so.
The Fund has 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 (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 of each class
of the Fund's shares was, Class A Shares: $9.72; Class C Shares:
$9.73; and Class Y Shares: $9.73.
On the record date the total number of shares of the Fund
outstanding and entitled to vote was 2,965,034. Of the shares of
the Fund outstanding on the record date, BHC Securities, Inc., 100
North Street, Philadelphia, PA held of record 568,216 shares
(19.1%); and Merrill Lynch, Pierce, Fenner & Smith, Inc., P.O. Box
30561, New Brunswick, NJ, held of record 500,314 shares (16.8%).
All such shares are Class A Shares. In addition the Fund had
outstanding 10 Class C Shares and 10 Class Y Shares, all of which
are held of record by the Administrator. The Fund's management is
not aware of any other person beneficially owning more than 5% of
its outstanding shares as of such date. On the basis of information
received from the holder, the Fund's management believes that all
of the shares indicated are held for the benefit of its clients.
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.
Each of the nominees is presently a Trustee, and was elected
by the shareholders. Except for Mr. Cornia and Ms. Mills, each
current Trustee was either named as a Trustee in the original
Declaration of Trust, or was named as a Trustee by such original
Trustees, and was also elected as a Trustee by the Fund's original
sole shareholder, Aquila Management Corporation. Mr. Cornia was
elected by the shareholders in October, 1993, and Ms. Mills was
elected by the shareholders in October, 1994. The Trustees and
officers as a group own less than 1% of the outstanding shares of
the Fund. All of the shares listed below are Class A Shares. In the
material below and elsewhere in this Proxy Statement, Aquila
Management Corporation is referred to as the "Administrator" 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 Distributor. Mr. Cornia is an interested
person of the Fund as a shareholder of the Adviser's corporate
parent. They are so designated by an asterisk.
Described in the following material are the name, positions
with the Fund, age as of July 17, 1996 and business experience
during at least the past five years (other than with the Fund) of
each nominee and all officers of the Fund.
Lacy B. Herrmann*, President and Chairman of the Board of Trustees,
Age: 67, Shares Owned: 528 (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: Prime Cash Fund, 1982-1996;
Pacific Capital Cash Assets Trust since 1984; Short Term Asset
Reserves since 1984-1996; 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 Arizona
since 1986; Tax-Free Trust of Oregon since 1986; Tax-Free Fund of
Colorado since 1987; Churchill Tax-Free Fund of Kentucky since
1987; 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 Fund
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; 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 held of record by the Administrator; Does not
include Class C Shares and Class Y Shares described under
"Introduction."
Philip E. Albrecht, C.F.A., Trustee, Age: 71, Shares Owned: 5,840
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 Trust of Arizona since 1987.
Gary C. Cornia*, Trustee, Age: 48, Shares Owned: 98 (2)
Professor and Associate Dean of the Marriott School of Management,
Brigham Young University, since 1991; Associate Professor, 1985-
1991; Assistant Professor, 1980-1985; Commissioner of the Utah Tax
Commission, 1983-1986; Director of the National Tax Association,
1990-1993; Chair of the Governor's Tax Review Committee since 1993;
Faculty Associate of the Land Reform Training Institute, Taipei,
Taiwan and The Lincoln Institute of Land Policy Cambridge,
Massachusetts.
(2) Held jointly with his wife.
William L. Ensign, Trustee, Age: 67, Shares Owned: 563 (3)
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 Trust of Arizona since
1986; and Trustee of Oxford Cash Management Fund, 1983-1989.
(3) Held jointly with his wife.
D. George Harris, Trustee, Age: 63, Shares Owned: 176 (4)
Chairman and Chief Executive Officer of Harris Chemical Group,
Inc., a producer and marketer of inorganic chemical and extractive
mineral products, including salt, soda ash and sulfate of potash,
since 1993; Chairman and CEO of Harris Specialty Chemicals, Inc.,
a manufacturer of specialty formulated chemicals for the
construction industry and specialty fluorine and silane chemicals
for the pharmaceutical and silicone industries, since 1994;
Chairman and CEO of D. George Harris & Associates, an investment
management and advisory firm, since 1987; Chairman (non-executive)
of McWhorter, Inc., a resin products company, since 1994; Senior
Investment Banking Advisor to Eberstadt Fleming Inc., an investment
banking firm, 1987-1988; President of SCM Corporation, a
manufacturing company, 1985-1986; President of its Chemical
Division, 1981-1985; formerly President of Rhone Poulenc, Inc., a
subsidiary of Rhone-Poulenc S.A., a chemical manufacturer; Trustee
of Trinity Liquid Assets Trust, 1985-1990; Trustee of Prime Cash
Fund, 1986-1992, of Churchill Tax-Free Fund of Kentucky, 1987-1993
and of Churchill Cash Reserves Trust, 1985-1993; Director of
Valspar Corporation, a manufacturer of paints and resins, 1987-
1994; Director of Rexene Corporation, a manufacturer of
thermoplastic resins and petrochemical products, 1992-1994. Member
of the President's Advisory Committee on Trade Policy and
Negotiations since 1990.
(4) Held jointly with his wife.
Anne J. Mills, Trustee, Age: 57, Shares Owned: 117
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 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.
R. Thayne Robson, Trustee, Age: 67, Shares Owned: 116
Director of the Bureau of Economic and Business Research, Professor
of Management, and Research Professor of Economics at the
University of Utah since 1978; Trustee of Aquila Rocky Mountain
Equity Fund since 1993; Director of the Alliance of Universities
for Democracy since 1990; Trustee of the Salt Lake Convention and
Visitors Bureau since 1984; Member of Utah Governor's Economic
Coordinating Committee since 1982; Member of the Association for
University Business and Economic Research since 1985; Director of
ARUP (a medical test laboratory) since 1988; Director of Western
Mortgage since 1989; Director of the Utah Economic Development
Corporation since 1985; Director of the Salt Lake Downtown Alliance
since 1991; Trustee of Crossroads Research Institute since 1986.
Jerry G. McGrew, Senior Vice President, Age: 52
Senior Vice President of Churchill Tax-Free Fund of Kentucky since
1994, Vice President since 1987; Vice President of Churchill Cash
Reserves Trust since 1995; Registered Principal since 1993; Vice
President of Aquila Distributors, Inc. since 1993; 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, since 1993;
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.
Kimball L. Young, Vice President, Age: 49
Utah Public Finance Manager and Senior Vice President of Boettcher
Division, Kemper Securities Group, Inc., with responsibilities for
financing capital improvement needs in numerous Utah cities, towns
and special districts, 1980-1992; formerly state assistant to U.S.
Senator Jake Garn.
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: 29
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 Fund does not pay fees to Trustees affiliated with the
Administrator or to any of the Fund's officers. During the fiscal
year ended June 30, 1996, the Fund paid $19,992 in fees and
reimbursement of expenses to its other 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 two equity
funds. The following table lists the compensation of all Trustees
who received compensation from the Fund and the compensation they
received during the Fund's fiscal year from other funds in the
Aquilasm Group of Funds. None of such Trustees has any pension or
retirement benefits from the Fund 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 Fund Group now serves
<S> <C> <C> <C>
Philip E.
Albrecht $1,400 $8,954 2
Gary C.
Cornia $2,000 $2,000 1
William L.
Ensign $0 $0 2
D. George
Harris $750 $750 1
Anne J.
Mills $1,496 $30,364 6
R. Thayne
Robson $1,850 $3,436 2
</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 $65,552 and
$76,955, respectively, were accrued to the Adviser under the Fund's
advisory agreement and the Administrator under the Fund's
administration agreement, of which $55,749 and $72,207,
respectively, were waived. In addition, the Administrator
reimbursed the Fund $187,859 in expenses. During the year ended
June 30, 1996 under the Fund's Distribution Plan $57,015 was paid
to Qualified Recipients of which the Distributor received $1,624.
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. 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 Fund's internal accounting procedures and
controls. The Committee held two meetings during the Fund's last
fiscal year. The Board of Trustees does not have a nominating
committee. During the Fund's last fiscal year, the Board of
Trustees held four meetings. All current Trustees were present for
at least 75% of the total number of Board meetings and Audit
Committee Meetings (if such Trustee was a member of that
Committee).
RATIFICATION OR REJECTION
OF SELECTION OF
INDEPENDENT AUDITORS
(Proposal No. 1)
KPMG Peat Marwick LLP, which is currently serving as the
Fund's auditors, has been selected by the Fund's Board of Trustees,
including a majority of the Independent Trustees, as the Fund's
independent auditors for the fiscal year ending June 30, 1997, such
selection is submitted to the shareholders for ratification or
rejection.
The firm has no direct or indirect financial interest in the
Fund, the Fund's Adviser or the Fund'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 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 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 FUND FOR UTAH
PROXY FOR SHAREHOLDERS MEETING SEPTEMBER 27, 1996
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of Tax-Free Fund For Utah (the
"Fund") 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 Fund to be held at Red Lion
Hotel, 255 South West Temple, Salt Lake City, Utah 84101 on
September 27, 1996, at 10:00 am 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.
Please indicate your vote by an "X" in the appropriate box
below
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;
GARY C. CORNIA; WILLIAM L. ENSIGN; D. GEORGE HARRIS;
ANNE J. MILLS; R. THAYNE ROBSON
Action on selection of KPMG Peat
Marwick LLP 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.
