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 October 12, 1998
TO OUR SHAREHOLDERS:
The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Tax-Free Fund For Utah (the
"Fund") will be held:
Place: (a) at the Inn at Temple Square
71 West South Temple
Salt Lake City, Utah
Time: (b) on October 12, 1998
at 9:00 a.m., local time;
Purposes: (c) for the following purposes:
(i) to elect six Trustees; each Trustee elected
will hold office until the next annual meeting of
the Fund's shareholders or until his or her
successor is duly elected;
(ii) to ratify (that is, to approve) or reject the
selection of KPMG Peat Marwick LLP as the Fund's
independent auditors for the fiscal year ending
June 30, 1999 (Proposal No. 1); and
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 its 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 31, 1998 (the "record date").
Also, the number of shares of each of the Fund's
three outstanding classes of shares that you held
at that time and the respective net asset values
of each class of shares at that time determine the
number of votes you may cast at the Meeting (or
any adjourned meeting or meetings).
By Order of the Board of Trustees,
EDWARD M. W. HINES
Secretary
August 18, 1998
<PAGE>
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 Tax-Free Fund For Utah (the
"Fund"). The purpose of this proxy statement (all the remainder
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 Manager (the "Manager") is Aquila
Management Corporation, 380 Madison Avenue, Suite 2300, New York,
NY 10017. The Fund's principal underwriter (the "Distributor") is
Aquila Distributors, Inc., 380 Madison Avenue, Suite 2300, New
York, NY 10017. The Fund's Investment Sub-Adviser (the "Sub-
Adviser") is Zions First National Bank, One South Main Street,
Salt Lake City, Utah 84111.
This Notice and Proxy Statement are first being mailed on or
about August 18, 1998.
The enclosed proxy card authorizes the persons named (or
their substitutes) to vote your shares; the Fund calls these
persons the "proxy holders." As to the election of Trustees you
may authorize the proxy holders to vote your shares for the
entire slate indicated below by marking the appropriate box on
the proxy card or by merely signing and returning your proxy card
with no instructions. Or, you may withhold the authority of the
proxy holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee by following the instructions on the proxy
card.
As to the other matter listed on the proxy card, you may
direct the proxy holders to vote your shares on that proposal by
checking the appropriate box "For" or "Against" or instruct them
not to vote your shares on the proposal by checking the "Abstain"
box. If you return your signed proxy card and do not check any
box on the proposal, the proxy holders will vote your shares for
the 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 but
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 at the meeting in person or by your duly appointed agent.
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.
On the record date, the Fund had three classes of shares
outstanding. All shareholders of the Fund of all classes 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,
$10.21; Class C Shares, $10.20; and Class Y Shares, $10.21. The
meeting is expected to act only upon matters that affect the Fund
as a whole: the election of Trustees and the action on the
selection of auditors (Proposal No. 1). On matters that affect
the Fund as a whole, all shareholders of the Fund, including the
shareholders of all classes of the Fund, are entitled to vote at
the meeting.
On the record date the total number of shares of the Fund
outstanding and entitled to vote was 3,305,888. On the record
date BHC Securities, Inc., 100 North Street, Philadelphia, PA
held of record 503,613 Class A Shares (16.9% of the class) and
9,912 Class C Shares (6.8% of the class); Merrill Lynch, Pierce,
Fenner & Smith, Inc., P.O. Box 30561, New Brunswick, NJ, held of
record 486,944 Class A Shares (16.4% of the class) and 40,905
Class C Shares (28.1% of the class); Dean Witter, Church Street
Station Box 250, New York, NY held 47,907 Class C Shares in four
accounts (32.8% of the class); a nominee of First Security Bank
of Utah held of record 194,062 Class Y Shares (99.9% of the
class). On the basis of information received from the holders,
the Fund's management believes that all of the shares indicated
are held for the benefit of clients. The Fund's management is not
aware of any other person beneficially owning more than 5% of its
outstanding shares as of such date.
ELECTION OF TRUSTEES
At the Meeting, six Trustees are to be elected. Whenever it
is stated in this Proxy Statement that a matter is to be acted on
at the Meeting, this means the Meeting held at the scheduled time
or any adjourned meeting or meetings.
Each Trustee elected will serve until the next annual
meeting or until his or her successor is duly elected. The
nominees selected by the Trustees are named in the table below.
See "Introduction" above for information as to how you can
instruct the proxy holders as to the voting of your shares as to
the election of Trustees.
Each of the nominees is presently a Trustee, and each was
elected by the shareholders, except for Ms. Herrmann, who was
elected by the Trustees in 1997 to fill a vacancy. Except for Mr.
Cornia, Ms. Herrmann 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. 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 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. They are so designated by an asterisk.
Described in the following material are the name, positions
with the Fund, age as of July 31, 1998, and business experience
during at least the past five years (other than with the Fund) of
each nominee and all officers of the Fund. All shares listed as
owned by the Trustees are Class A Shares unless indicated
otherwise.
Lacy B. Herrmann*, President and Chairman of the Board of
Trustees Age: 69, Shares Owned: 648 (1)
Founder, President and Chairman of the Board of Aquila Management
Corporation since 1984, the sponsoring organization and Manager
or 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: 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; Pacific Capital Cash Assets Trust since
1984; Churchill Cash Reserves Trust since 1985; Pacific Capital
U.S. Government Securities Cash Asset 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; Vice
President and Director, and formerly Secretary, 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 (which is inactive) 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. and Quest For
Value Accumulation Trust, and Director or Trustee of Oppenheimer
Quest Value Fund, Inc., Oppenheimer Quest Global Value Fund, Inc.
and Oppenheimer Rochester Group of Funds, each of which is an
open-end investment company; Trustee of Brown University, 1990-
1996 and currently Trustee Emeritus; actively involved for many
years in leadership roles with university, school and charitable
organizations.
(1) 528 Class A Shares and 120 Class Y Shares held of record by
the Manager.
Gary C. Cornia, Trustee, Age: 50, Shares Owned: 125 (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: 69, Shares Owned: 628
Planning and Architectural Consultant; Acting Architect of the
United States Capital 1995-1997; 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
since 1986; Trustee of Oxford Cash Management Fund, 1983-1989.
Diana P. Herrmann*, Trustee, Vice President, Age: 40,
Shares Owned: 209
Trustee of Tax-Free Trust of Arizona and Tax-Free Trust of Oregon
since 1994, of Churchill Tax-Free Fund of Kentucky and Churchill
Cash Reserves Trust since 1995, of Aquila Cascadia Equity Fund
since 1996 and of Aquila Rocky Mountain Equity Fund and Capital
Cash Management Trust since 1997; President and Chief Operating
Officer of the Manager since 1997; Senior Vice President and
Secretary, and formerly Vice President, of the Manager since 1986
and Director since 1984; Senior Vice President or Vice President
and formerly Assistant Vice President of the Aquila Money-Market
Funds since 1986; Senior Vice President or Vice President of the
Aquila Bond and Equity Funds since 1997; Vice President of InCap
Management Corporation since 1986 and Director since 1983;
Assistant Vice President of Oxford Cash Management Fund, 1986-
1988 and Prime Cash Fund 1986-1996; Assistant Vice President and
formerly Loan Officer of European American Bank, 1981-1986;
daughter of the Fund'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.
Anne J. Mills, Trustee, Age: 59, Shares Owned: 131
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, 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 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: 69, Shares Owned: 130
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: 54
Senior Vice President of Aquila Rocky Mountain Equity Fund since
1997; Senior Vice President of Churchill Tax-Free Fund of
Kentucky since 1994, Vice President since 1987; Senior Vice
President of Tax-Free Fund of Colorado since 1997; Vice President
of Churchill Cash Reserves Trust since 1995; Registered Principal
since 1993; Vice President since 1993 and currently Acting
President of Aquila Distributors, Inc.; 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, Senior Vice President, Age: 51
Co-Founder of Lewis Young Robertson & Burningham, Inc., an NASD
licensed broker-dealer providing public finance services to Utah
local governments 1995-present. Formerly Senior Vice President-
Public Finance, Kemper Securities Inc., Salt Lake City, Utah.
Stephen J. Caridi, Vice President, Age: 37
Vice President of the Distributor since 1995, Assistant Vice
President, 1988-1995, Marketing Associate, 1986-1988; Vice
President of Narragansett Insured Tax-Free Income Fund since
1996; Mutual Funds Coordinator of Prudential Bache Securities,
1984-1986; Account Representative of Astoria Federal Savings and
Loan Association, 1979-1984.
Rose F. Marotta, Chief Financial Officer, Age: 74
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 Manager since 1984 and of the
Distributor since 1985.
Richard F. West, Treasurer, Age: 62
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: 58
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: 58
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
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.
Patricia A. Craven, Assistant Secretary & Compliance Officer,
Age: 32
Assistant Secretary of the Aquila Money-Market Funds and the
Aquila Bond and Equity Funds since 1995; Counsel to the Manager
and the Distributor since 1995; Secretary of the Distributor
since 1997; formerly a Legal Associate for Oppenheimer Management
Corporation, 1993-1995.
Compensation of Trustees
The Fund does not pay fees to Trustees affiliated with the
Manager or to any of the Fund's officers. During the fiscal year
ended June 30, 1998, the Fund paid $28,746 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.
<TABLE>
<CAPTION>
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>
Gary C.
Cornia $3,377 $3,377 1
William L.
Ensign $3,594 $13,928 2
Anne J.
Mills $3,263 $33,911 6
R. Thayne
Robson $3,204 $4,879 2
The 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, 1998, these
funds had aggregate assets of approximately $3.0 billion, of
which approximately $1.9 billion consisted of assets of the tax-
free municipal bond funds. The Manager is controlled by Mr. Lacy
B. Herrmann, through share ownership directly, through a trust
and by his wife. For the Fund's fiscal year ended June 30, 1998
fees of $154,372 and $135,847, respectively, were paid and/or
accrued to the Manager and to the Fund's former sub-adviser, all
of which were waived. In addition, the Manager voluntarily agreed
to reimburse the Fund for other expenses during this period in
the amount of $157,610, of which $144,245 was paid prior to June
30, 1998 and $13,365 was paid in early July, 1998.
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 75% by Mr.
Herrmann and 25% by Diana P. Herrmann. During the fiscal year
ended June 30, 1998, $58,192 was paid under the Fund's
Distribution Plan to Qualified Recipients with respect to Class A
Shares, of which $1,871 was retained by the Distributor. All of
such payments were for compensation. During the Fund's fiscal
year ended June 30, 1998, under the Plan and under the Fund's
Shareholder Services Plan, $8,223 was paid with respect to the
Fund's Class C Shares of which $6,404 was retained by the
Distributor. All of such payments were for compensation.
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 and Ms. Herrmann, will be
owned by certain directors and/or officers of the Manager and/or
the Distributor including Mr. Herrmann and Ms. 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" of the Fund, as that term is defined in the
1940 Act. The Committee (i) recommends to the Board of Trustees
what firm of independent auditors will be selected by the Board
of Trustees (subject to shareholder ratification); (ii) reviews
the methods, scope and result of audits and the fees charged; and
(iii) reviews the adequacy of the Fund's internal accounting
procedures and controls. The Committee held two meetings during
the Fund's last fiscal year. The Board of Trustees does not have
a nominating committee. During the Fund's last fiscal year, the
Board of Trustees held four meetings. All 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, 1999. Such selection is submitted to the shareholders for
ratification or rejection.
The firm has no direct or indirect financial interest in the
Fund, the Fund's Manager or the Fund's Sub-Adviser. It is
expected that representatives of the firm not will 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 OCTOBER 12, 1998
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of TAX-FREE FUND FOR UTAH (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 Tax-Free Fund For Utah, to
be held on October 12, 1998, at the Inn at Temple Square, Salt
Lake City, Utah at 9:00 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.
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.
Election of Trustees
__
[__] For All
__
[__] Withhold All
__
[__] For All Except
To withhold authority to vote, mark "For All Except" and write
the nominee's number on the line below.
---------------
1) LACY B. HERRMANN; 2) GARY C. CORNIA; 3) WILLIAM L. ENSIGN;
4) DIANA P.HERRMANN; 5) ANNE J. MILLS; 6) R. THAYNE ROBSON;
Vote On Proposal
Ratification of selection of KPMG Peat Marwick LLP as
independent auditors (Proposal No.1 in Proxy Statement)
__ __ __
FOR [__] AGAINST [__] ABSTAIN [__]
Please check here if planning to attend the Annual Meeting of
Shareholders.
__
[__]
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.
__________________________________
Signature (PLEASE SIGN WITHIN BOX) Date
__________________________________
Signature (Joint Owners) Date
</TABLE>
