Schedule 14A Information
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant {X}
Filed by a Party other than the Registrant { }
Check the appropriate box:
{X} Preliminary Proxy Statement { }Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
{ } Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
SOUTH DAKOTA-FREE FUND, INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined): N/A
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
MONTANA TAX-FREE FUND, INC.
ND TAX-FREE FUND, INC.
SOUTH DAKOTA TAX-FREE FUND, INC.
1 NORTH MAIN
MINOT, NORTH DAKOTA 58703
TELEPHONE 800-276-1262
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1999
To the Shareholders of the above-named Funds:
Notice is hereby given that a joint special meeting of shareholders of
Montana Tax-Free Fund, Inc., ND Tax-Free Fund, Inc., and South Dakota
Tax-Free Fund, Inc. (each, a "Fund," and, collectively, the "Funds"), will be
held in the International Inn, 1505 North Broadway, Minot, North Dakota, on
Friday, October 29, 1999, at 4:00 p.m., Minot, North Dakota time, for the
following purposes:
1. To elect five directors for each Fund (Proposal 1);
2. To consider and act upon amendments to the Articles of
Incorporation to permit each Fund to offer additional classes of
shares (Proposal 2);
3. To ratify the selection of Brady, Martz & Associates, P.C., as
independent accountants for the fiscal year ending December 31,
1999 (Proposal 3); and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on September 13, 1999,
are entitled to notice of and to vote at the meeting.
Whether or not you expect to attend the joint special meeting of
shareholders, please review the proxy statement carefully and sign and
promptly return the enclosed proxy card in the self-addressed envelope
provided. Each vote counts, so please return your proxy card in order to
avoid the additional expense of further solicitation.
By Order of the Boards of Directors
Peter A. Quist
Secretary
September 24, 1999
MONTANA TAX-FREE FUND, INC.
ND TAX-FREE FUND, INC.
SOUTH DAKOTA TAX-FREE FUND, INC.
1 NORTH MAIN
MINOT, NORTH DAKOTA 58703
TELEPHONE 800-276-1262
PROXY STATEMENT
GENERAL INFORMATION
This joint proxy statement is furnished in connection with the
solicitation by the Board of Directors of each of Montana Tax-Free Fund, Inc.
(the "Montana Fund"); ND Tax-Free Fund, Inc. (the "ND Fund"); and South Dakota
Tax-Free Fund, Inc. (the "South Dakota Fund") (each, a "Fund," and,
collectively, the "Funds") of proxies to be voted at a joint special meeting
of shareholders of the Funds to be held on Friday, October 29, 1999, at
4:00 p.m., Minot, North Dakota time in the International Inn, 1505 North
Broadway, Minot, North Dakota, and at any adjournments thereof (the "Meeting"),
for the purposes set forth in the accompanying Notice of Joint Special Meeting
of Shareholders. Shareholders may vote only on matters which concern the Fund
or Funds in which they hold shares.
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection
with the solicitation of proxies will be paid by the Funds pro rata based on
the number of shareholder accounts. Additional solicitation may be made by
letter, telephone or telegraph by an officer of any Fund, by officers or
employees of the Funds' principal underwriter, ND Capital, Inc. ("ND Capital"),
or the Funds' investment adviser, ND Money Management, Inc.
("ND Money Management"), or by dealers and their representatives.
This proxy statement is first being mailed to shareholders of the Funds on or
about September 24, 1999.
On the matters coming before the Meeting as to which a choice has been
specified by the shareholders on the proxy, the shares will be voted
accordingly. If no choice is so specified, the shares will be voted FOR
proposals 1, 2 and 3 described in the accompanying notice and in this joint
proxy statement. Shareholders who execute proxies may revoke them at any time
before they are voted by filing with that Fund a written notice of revocation,
by delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
The Board of Directors of each Fund has determined that the use of this
joint proxy statement for each Fund is in the best interest of each Fund and
its shareholders in light of the same matters being considered and voted on by
the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the
shareholders of one Fund will not affect the vote on the proposal by the
shareholders of another Fund.
A quorum of shareholders of the respective Fund is required to take
action at the Meeting. Under each Fund's bylaws, one-third of the shares
entitled to vote at the Meeting, represented in person or by proxy, will
constitute a quorum of shareholders at that Meeting for the transaction of
business. Abstentions and "broker non-votes" (i.e., shares held by brokers
or nominees, typically in "street name," as to which (i) instructions have
not been received from the beneficial owners or persons entitled to vote, and
(ii) the broker or nominee does not have discretionary voting powers on a
particular matter) will be treated as present for purposes of determining
a quorum.
For purposes of determining the approval of the matters submitted to
the shareholders for a vote, abstentions and broker non-votes will not be
counted as voting on any matter at the Meeting. However, if the proposal
requires the affirmative vote of the respective Fund's outstanding shares,
abstentions and broker non-votes will have the effect of voting against
the proposal.
The details of each proposal to be voted on by the Fund's shareholders
and the vote required for approval of Proposal 1 and 2 are set forth under
the description of the proposal below.
As of September 13, 1999, there were issued and outstanding 6,548,534
shares of the Montana Fund, 8,477,660 shares of the ND Fund, and 725,889
shares of the South Dakota Fund. Those persons who were shareholders of record
at the close of business on September 13, 1999, will be entitled to one vote
for each share held. As of September 13, 1999, no person owned of record or
was known by the designated Fund to own of record, or beneficially 5 percent
or more of that Fund's outstanding shares.
Copies of the Funds' latest annual reports and semiannual reports are
available without charge upon request by writing to the Funds at 1 North Main,
Minot, North Dakota 58703, or by calling 1-800-276-1262.
PROPOSAL 1. ELECTION OF DIRECTORS OF EACH FUND
The shareholders of each Fund are being asked to vote for the election
of five directors for their Fund to serve for an indefinite term. Although
this term would expire at the next regular shareholders' meeting, the Funds
are not required to hold an annual meeting, and the Funds do not intend to
hold regular meetings of shareholders. The affirmative vote of a majority of
the shares represented and entitled to vote at the Meeting (provided a quorum
is represented in person or by proxy) is sufficient to elect the directors
of each Fund.
Each shareholder entitled to vote for directors has the right to cumulate
those votes in the election of directors by giving written notice (either on
the form of proxy or separately) of such intent to any officer of the Funds
before the Meeting or to the presiding officer at the Meeting at any time
before the election of directors, in which case:
1. The presiding officer at the Meeting shall announce, before the
election of directors, that shareholders may cumulate their votes; and
2. Each shareholder shall cumulate those votes either by casting
for one candidate the number of votes equal to the number of directors to be
elected multiplied by the number of votes represented by the shares entitled
to vote or by distributing all of those votes on the same principle among any
number of candidates.
It is the intention of the persons named in the enclosed proxy to vote
(with discretionary authority to cumulate votes) the shares represented
thereby for the election of the nominees listed below unless the proxy is
marked otherwise. Each of the nominees has agreed to serve as a director of
each Fund if elected; however, should any nominee become unable or unwilling
to accept nomination or election, the proxies for each Fund will be voted for
one or more substitute nominees designated by that Fund's present Board
of Directors.
The following table shows each nominee's age, position, and principal
occupation, the year in which each nominee was first elected or appointed a
director of each Fund, and the number of shares of each Fund and of all funds
advised by ND Money Management or an affiliate (the "ND Funds") which each
nominee beneficially owned as of September 13, 1999. The members of the Board
and the nominees for election to the Board are the same for each Fund.
<TABLE>
<CAPTION>
NAME, AGE, AND
POSITION WITH EACH YEAR FIRST ELECTED OR FULL SHARES BENEFICIALLY
FUND1 APPOINTED A DIRECTOR PRINCIPAL OCCUPATION(S)2 OWNED AS OF September 13, 1999
- ---------------- ------------------- --------------------- --------------------------------
The Funds All ND Funds4
--------- -------------
<S> <C> <C> <C> <C>
Lynn W. Aas (78) 1994 (Montana Fund) Retired; Attorney; Director,
Director 1994 (ND Fund) ND Holdings, Inc. (May 1988 to August 0 (Montana Fund) 2,926
1994 (South Dakota Fund) 1994);5 Director, ND Insured 0 (ND Fund)
Income Fund, Inc. (December 1994 0 (South Dakota Fund)
to August 1999), Integrity Fund of
Funds, Inc. and Integrity Small-Cap
Fund of Funds, Inc. (since
September 1998); Trustee, Ranson
Managed Portfolios (since January
1996); Director, First Western Bank
& Trust6
Orlin W. Backes (64) 1995 (Montana Fund) Attorney, McGee, Hankla, Backes & 0 (Montana Fund) 4,084
Director 1995 (ND Fund) Wheeler, P.C.; Director, ND Insured 3,493 (ND Fund)
1995 (South Dakota Fund) Income Fund, Inc. (March 1995 to 0 (South Dakota Fund)
August 1999), Integrity Fund of
Funds, Inc. (since April 1995) and
Integrity Small-Cap Fund of Funds,
Inc. (since September 1, 1998);
Trustee, Ranson Managed Portfolios
(since January 1996); Director, First
Western Bank & Trust6
R. James Maxson (51) 1999 (Montana Fund) Attorney, Farhart, Lian and Maxson, 0 (Montana Fund) 0
Director 1999 (ND Fund) P.C.; Director, Integrity Fund of 0 (ND Fund)
1999 (South Dakota Fund) Funds, Inc. (since January 1999); 0 (South Dakota Fund)
Trustee, Ranson Managed Portfolios
(since January 1999)
*Peter A. Quist (65) 1993 (Montana Fund) Attorney; Director and Vice- 0 (Montana Fund) 15,8127
Director, Vice 1988 (ND Fund) President, ND Holdings, Inc.5; 8,318 (ND Fund)
President 1995 (South Dakota Fund) Director, Vice President, and 0 (South Dakota Fund)
and Secretary Secretary, ND Money Management,
ND Capital, ND Resources, Inc.,
The Ranson Company, Inc. (January
1996 to February 1997), Ranson
Capital Corporation (since January
1996), ND Insured Income Fund,
Inc. (November 1990 to August
1999), Integrity Fund of Funds, Inc.,
and Integrity Small-Cap Fund of
Funds, Inc. (since September 1998);
Vice President and Secretary,
Ranson Managed Portfolios (since
January 1996); and Vice-President
and Secretary of each Fund (since
their inceptions)
*Robert E.Walstad (55) 1993 (Montana Fund) Director and President, ND 0 (Montana Fund) 0
Director, President 1988 (ND Fund) Holdings, Inc.5; Director, President, 0 (ND Fund)
and Treasurer 1993 (South Dakota Fund) and Treasurer, ND Money 0 (South Dakota Fund)
Treasurer Management, ND Capital, ND
Resources, Inc., ND Insured Income
Fund, Inc. (November 1990 to
August 1999), Integrity Fund of
Funds, Inc. (since August 1994), and
Integrity Small-Cap Fund of Funds,
Inc. (since September 1998);
Trustee, Chairman, President, and
Treasurer, Ranson Managed
Portfolios (since January 1996);
Director, President, CEO, and
Treasurer, The Ranson Company,
Inc. (January 1996 to February
1997), and Ranson Capital
Corporation (since January 1996);
and President and Treasurer of each
Fund (since their inceptions)
<FN>
(*) The directors indicated above with an asterisk are "interested persons"
as defined in the Investment Company Act of 1940 (the "1940 Act") of the
Funds due to their positions with the Funds' investment adviser and principal
underwriter noted above.
- ----------------------------
(1) Other than Mr. Quist, the directors of the Funds are also
directors or trustees, as the case may be, of the six other open-end funds
in the ND complex (funds that are advised by ND Money Management or Ranson
Capital Corporation, an affiliate of ND Money Management). These funds include
the four series of Ranson Managed Portfolios. Mr. Quist is also a director
of two other open-end funds advised by ND Money Management.
(2) Except as otherwise indicated, each individual has held the
office(s) shown for the past five years.
(3) No director owned beneficially on September 13, 1999, as much as
1% of the outstanding shares of any Fund.
(4) The number shown reflects the aggregate number of shares owned
beneficially by the director in the Montana Fund, ND Fund, South Dakota Fund,
and the six funds referred to in note (1) above.
(5) ND Holdings, Inc. ("ND Holdings"), wholly-owns ND Money Management
(the Funds' investment adviser), ND Capital (the Funds' underwriter), ND
Resources, Inc. (the Funds' transfer agent), and Ranson Capital Corporation.
(6) First Western Bank & Trust ("First Western") serves as the
Custodian to the Montana Fund, Ranson Managed Portfolios, Integrity Fund of
Funds, Inc., and Integrity Small-Cap Fund of Funds, Inc. Mr. Aas is a
director, a member of the trust committee, and a shareholder of First
Western; and Mr. Backes is a director and shareholder of First Western.
(7) This amount includes 990 shares of Integrity Fund of Funds, Inc.
owned by Mr. Quist's wife, Corinne J. Quist, and 104, 103, 99 and 81
shares of Integrity Fund of Funds, Inc. owned by Mr. Quist as custodian for
his grandchildren Andrew K. Wagner, Alefif C. Wagner, Alex M. Quist, and
Erika N. Quist, respectively.
</FN>
</TABLE>
COMPENSATION
Messrs. Quist and Walstad, who are the only directors that are
"interested persons" of the Funds, serve without any compensation from the
Funds. Each director who is not an interested person of the Funds receives
a $10,000 annual fee for serving as a director or trustee, as the case may be,
of all funds in the fund complex (which consists of the Funds and the funds
referred to in note (1) above). The annual fee paid to directors is allocated
among these funds as follows: Each fund pays a minimum of $500, and the
remainder of the fee is allocated among the funds on the basis of their
relative net asset values.
The following table sets forth compensation paid by each Fund to each of the
directors of the Funds and the total compensation collectively paid to each
director by all the funds in the Fund complex for the fiscal year ended
December 31, 1998. The Funds have no retirement or pension plans.
<TABLE>
<CAPTION>
Compensation Table
Total**
Aggregate* Compensation from
AGGREGATE* AGGREGATE* COMPENSATION FROM FUNDS AND FUND
NAME OF PERSON, COMPENSATION FROM COMPENSATION FROM THE SOUTH DAKOTA COMPLEX PAID TO
POSITION(S) THE MONTANA FUND THE ND FUND FUND DIRECTORS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lynn W. Aas $1,330.12 $1,795.20 $613.90 $10,000.00
Director
Orlin W. Backes $1,330.11 $1,795.20 $613.91 $10,000.00
Director
Arthur A. Link1 $1,330.12 $1,795.20 $613.91 $10,000.00
Former Director
R. James Maxson2 -0- -0- -0- -0-
Director
Peter A. Quist -0- -0- -0- -0-
Director,
Vice President,
and Secretary
Robert E. Walstad -0- -0- -0- -0-
Director, President, and
Treasurer
- ---------------------------------------------------------------------------------------------------------
TOTALS $3,990.35 $5,385.60 $1,841.74 $30,000.00
<FN>
- ----------------------------
* Based on compensation paid to the directors for the one-year
period ended December 31, 1998, for services to the respective Fund.
** Based on the compensation paid to the trustees for the one-year period
ended December 31, 1998, for services to the Funds and six other
open-end funds in the complex (funds advised by ND Money Management or
Ranson Capital Corporation which includes the four series of Ranson
Managed Portfolios).
1 Mr. Link retired effective December 31, 1998, and was paid the
above fees for his services as director for 1998.
2 Mr. Maxson was appointed to the board of each Fund on December 4,
1998, effective January 1, 1999.
</FN>
</TABLE>
Although Mr. Walstad and Mr. Quist, who are the only directors that
are "interested persons" of the Funds, serve without compensation from the
Funds, Mr. Walstad is a director, president, and shareholder of ND Holdings;
and Mr. Quist is a director, vice-president, and shareholder of ND Holdings.
ND Holdings wholly-owns the Funds' investment adviser, ND Money Management,
underwriter, ND Capital, and the Funds' transfer agent, ND Resources, Inc.
("ND Resources"). Messrs. Quist and Walstad therefore may indirectly benefit
from the payment of any fees from the Funds to their underwriter, adviser, and
transfer agent. As of September 13, 1999, Mr. Walstad owned 123,447 shares
directly and warrants exercisable for 675,200 shares of ND Holdings which in
the aggregate represents approximately 9% of shares outstanding. Similarly,
on such date, Mr. Quist owned 63,342 shares directly and warrants exercisable
for 56,000 shares of ND Holdings, which in the aggregate represents
approximately 1% of the shares outstanding.
For its services as investment adviser, the Funds each have agreed to
pay ND Money Management an annual management fee of .60% of the respective
Fund's average daily net assets. For the fiscal year ended December 31, 1998,
the Montana Fund, ND Fund, and South Dakota Fund paid advisory fees, net of
an expense reimbursements and fee waivers, of $285,851, $469,016, and $7,592,
respectively.
ND Capital, as underwriter for the Funds (the "Underwriter"), receives
any contingent deferred sales charge ("CDSC") imposed on the redemption of a
Fund's shares. Each of the Funds imposes a maximum CDSC of 4% for shares
redeemed during the first and second years after purchase, 3% during the third
year, 2% during the fourth year and 1% during the fifth year. Each of the
Funds has also adopted a distribution plan pursuant to Rule 12b-1 under the
1940 Act to compensate the Underwriter for its services and expenses in
distributing shares. Under the plan, the Montana Fund and South Dakota Fund
pay an annual distribution and service fee of 0.75% of the respective Fund's
average daily net assets (0.85% of average daily net assets with respect to
the ND Fund). During the fiscal year ended December 31, 1998, ND Capital
received the following compensation on redemptions, 12b-1 fees, and
brokerage commissions from the Funds:
<TABLE>
<CAPTION>
Compensation Brokerage
on Redemptions 12b-1 Fees Commissions
<S> <C> <C> <C>
Montana Fund $67,416 $272,297 $1,250
ND Fund $38,428 $421,529 $9,225
South Dakota Fund $11,940 $37,238 $0
</TABLE>
ND Resources, as transfer agent, receives from each Fund a monthly fee
ranging from 0.16 of 1% of the net asset value of all the respective Fund's
outstanding shares up to $10 million down to 0.09 of 1% for net assets in
excess of $50 million. ND Resources also provides internal accounting and
related services for each Fund, for which it is paid a monthly fee of $2,000
plus 0.05% of the respective Fund's average daily net assets on an annual
basis for the first $50 million down to 0.01% for the net assets in excess of
$500 million.
The respective Board of Directors of each Fund held 8 meetings during
the fiscal year ended December 31, 1998. During the last fiscal year, each
Board Member attended at least 75% of each Fund's meetings and committee
meetings (if a member thereof), other than Mr. Maxson who was recently
appointed to the Board, effective January 1, 1999.
Each Fund has an audit committee composed of Lynn W. Aas, Orlin W.
Backes, and R. James Maxson, directors of the Funds who are not "interested
persons" of the Funds. Each Fund's audit committee reviews the work and any
recommendations of that Fund's independent auditors. Based on such review, it
is authorized to make recommendations to the Board of Directors. The
respective audit committees of the Funds held 2 meetings during the fiscal
year ended December 31, 1998.
Each Fund has the same executive officers. Mr. Robert E. Walstad is
the President, Treasurer, and a Director of the Funds, and Mr. Peter A. Quist
is the Vice President, Secretary, and a Director of the Funds. For
information with respect to the principal occupations of these officers, see
the table on page 3. Officers of the Funds receive no compensation from the
Funds. Unless otherwise determined by the Board of Directors, officers serve
an indefinite term that expires on the first meeting of the board of
directors following the next election of directors and until a successor is
elected and has qualified.
On September 13, 1999, directors and executive officers of the Funds did
not beneficially own any shares of the Montana Fund or the South Dakota Fund.
The directors and executive officers of the Funds as a group, however,
beneficially owned 11,811 shares of the ND Fund (which represents less than
1% of the shares of the respective Fund). On September 13, 1999, directors
and executive officers of the Funds as a group beneficially owned 22,831
shares of all of the funds in the ND complex (funds advised by ND Money
Management or Ranson Capital Corporation).
THE BOARDS OF DIRECTORS OF THE FUNDS UNANIMOUSLY RECOMMEND
THAT SHAREHOLDERS VOTE FOR PROPOSAL 1.
PROPOSAL 2. APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO PERMIT THE ISSUANCE OF ADDITIONAL CLASSES OF SHARES
Each Fund's Articles of Incorporation currently provides for the
issuance of a single class of shares without a separate class designation.
The Board of Directors recommends that the Articles of Incorporation of each
Fund be amended to permit the respective Fund, upon authorization by its
Board of Directors and without further shareholder action, to create and
issue one or more additional classes of shares with such designations,
preferences and rights as the Fund's Board may determine, to the extent
permitted under the 1940 Act. The text of the proposed amendments to each
Fund's Articles of Incorporation (other than conforming, non-substantive
changes) is attached hereto as Exhibit A, and the following discussion is
qualified in its entirety by reference to Exhibit A.
The purpose of the amendment is to permit each Fund to take advantage
of alternative methods of selling Fund shares. The Board of Directors of each
Fund believes that providing investors with alternative methods of purchasing
a Fund's shares is in the best interests of shareholders because it would (i)
enable investors to choose the purchasing method which best suits their
individual situation, thereby encouraging current shareholders to make
additional investments in their respective Fund and attracting new investors
and assets to such Fund, thus benefiting shareholders by increasing investment
flexibility for the Fund and reducing operating expense ratios due to
economies of scale; (ii) facilitate distribution of a Fund's shares; and
(iii) maintain the competitive position of each Fund in relation to other
funds that have implemented or are seeking to implement similar distribution
arrangements.
If this amendment to the Articles of each Fund is approved by
shareholders, each Fund currently intends to offer four classes of shares -
Class A, Class B, Class C, and Class R shares. The currently existing
shares will be redesignated as Class B shares.
Class A shares would be subject to a maximum front-end sales load of
4.25%. The front-end sales load may be reduced or waived for certain Class A
purchasers. Such purchasers may include, but is not limited to, directors,
officers, employees (including retirees) of the Funds, ND Holdings, ND Money
Management, and ND Capital for themselves and certain members of their family,
and investors purchasing through an authorized dealer who does not receive a
sales commission. Purchasers of Class A shares generally will be subject to
the following front-end load schedule:
<TABLE>
<CAPTION>
Amount of Transaction Front-End Sales Load (Class A)
<S> <C>
Less than $50,000 4.25%
$50,000 to less than $100,000 3.75%
$100,000 to less than $250,000 3.25%
$250,000 to less than $500,000 2.50%
$500,000 to less than $1,000,000 1.50%
$1,000,000 or more 0.75%
</TABLE>
Class A shares would be subject to a distribution and service plan
adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1 Plan")
pursuant to which each Fund would pay its Underwriter, ND Capital, a fee
at the annual rate of .25% of the value of the average daily net assets of
Class A shares for shareholder account service and maintenance.
Class B shares (the existing Fund shares) would not be subject to a
front-end sales load, but would continue to be subject to a maximum contingent
deferred sale charge of 4%. The CDSC may be reduced or waived for certain
Class B purchasers. The amount of such back-end load would vary based on the
number of years Class B shares are held prior to redemption as follows:
<TABLE>
<CAPTION>
Year Since Purchase Back-End Load (Class B)
<S> <C>
First 4%
Second 4%
Third 3%
Fourth 2%
Fifth 1%
</TABLE>
Investors purchasing Class B shares of $1 million or more will be
subject to a reduced CDSC of 1% if shares are redeemed within 12 months
of purchase.
Class B shares would continue to be subject to a Rule 12b-1 Plan under
the 1940 Act pursuant to which each Fund would pay the Underwriter a
distribution and service fee at the annual rate of .75% of the value of the
average daily net assets of Class B shares of the Fund (.85% of average daily
net assets with respect to Class B shares of the ND Fund). The Underwriter
may use a portion of this fee to pay an annual service fee of up to 0.25%
of the average daily net assets of Class B to dealers providing ongoing
service to shareholders.
Class B shares would automatically convert to Class A shares (and
would no longer be subject to the higher Rule 12b-1 fees) approximately 8
years after the date on which such Class B shares were purchased. The
conversion would be made based on the relative net asset values of
Class A and Class B shares, without imposing any load, fee or other charge.
Class C shares would be offered at net asset value without any
front-end sales charge, but would be subject to a Rule 12b-1 Plan providing
for a distribution fee at an annual rate of up to 0.75% and a service fee at
an annual rate of up to 0.25% of the average daily net assets of Class C
shares. Class C shares redeemed within 12 months of purchase would be
subject to a CDSC of 1%.
Class R shares would be offered at net asset value to specified
categories of investors including:
* directors, officers, employees (including retirees) of the Funds,
ND Holdings, ND Money Management, and ND Capital for themselves or certain
members of their families;
* bank or broker-affiliated trust departments investing funds over
which they exercise exclusive discretionary investment authority and that are
held in a fiduciary, agency, advisory, custodial or similar capacity;
* investors purchasing on a periodic fee, asset-based fee or no
transaction fee basis through a broker-dealer sponsored mutual fund purchase
program;
* clients of investment advisers, financial planners or other
financial intermediaries that charge periodic or asset-based fees for
their services;
* any shares purchased by investors falling within any of the
first four categories listed above must be acquired for investment purposes
and on the condition that they will not be transferred or resold except
through redemption by a Fund.
Broker-dealers do not receive any commissions on the sales of
Class R shares. Class R shares would not be subject to any Rule 12b-1
distribution or service fees. The Board of Directors has the authority to
offer Class R shares to additional categories of investors and to modify
or eliminate the categories specified above. The Board of Directors also
has the authority under the proposed amendments to the Articles of
Incorporation to create one or more additional classes of shares, the
terms of which may differ from the classes of shares described above.
These may include classes subject to combinations of up-front sales
charges, contingent deferred sales charges, distribution fees, and service
fees different from those of the Class A shares, Class B shares,
Class C shares, and Class R shares.
In addition to providing the benefits discussed above, the creation of
one or more classes of shares, as authorized by the proposed amendments to the
Articles of Incorporation, would permit the Board of Directors to allocate
expenses related to the marketing and distribution of a Fund's shares to the
particular classes of shareholders incurring such expenses and any other
expenses specifically attributable to the specific classes. Each class of
shares of a Fund created pursuant to the multi-class plan would represent
an interest in the same portfolio of investments and be identical in all
respects except as to: (a) the allocation of expenses related to the
marketing and distribution of Fund shares and any other class specific
expenses to the particular classes of shares incurring such expenses,
(b) the voting rights related to any Rule 12b-1 Plan or other plan or
matters affecting a specific class of shares, (c) class designations,
(d) any conversion features or exchange privilege applicable to specific
classes of shares, and (e) the differences in eligibility requirements to
invest in a class. Financial advisers and other persons distributing a
Fund's shares may receive different compensation for selling different
classes of shares. As a result of the foregoing, net income per share,
dividends per share and net asset value per share of each class would be
different.
The final terms of the Class A shares, Class B shares, Class C shares,
and Class R shares may vary slightly from the terms described herein and will
be described in the Fund's prospectus. In addition, any conforming changes
necessary to effect the above changes would be made throughout the Articles
of Incorporation by the proposed amendments.
For all of the foregoing reasons, the Board of Directors believes that
the proposed amendments to the Articles of Incorporation are in the best
interests of the respective Fund and its shareholders. Approval of the
proposed amendments requires the affirmative vote of the holders of the
greater of:
(a) A majority of the voting power of the shares present and
entitled to vote on that item of business; or
(b) A majority of the voting power of the minimum number of
shares entitled to vote that would constitute a quorum for the transaction
of business at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR PROPOSAL 2.
PROPOSAL 3. SELECTION OR REJECTION OF INDEPENDENT ACCOUNTANTS
A majority of the members of each Fund's Board of Directors who are not
"interested persons" of that Fund has selected Brady, Martz & Associates, P.C.
("Brady, Martz") as the independent public accountant to audit the books and
records of that Fund for the fiscal year ending December 31, 1999. Brady,
Martz has no direct or indirect financial interest in the Funds except as
auditors and independent accountants. The selection of Brady, Martz as
independent accountants of each Fund is being submitted to the shareholders
for ratification. A representative of Brady, Martz is expected to be present
at the Meeting and will be available to respond to any appropriate questions
raised at the Meeting and to make a statement if he or she wishes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR PROPOSAL 3.
THE FUNDS' INVESTMENT ADVISER AND PRINCIPAL UNDERWRITER
ND Money Management, 1 North Main, Minot, North Dakota 58703, serves
as investment adviser for the Funds pursuant to an investment advisory
agreement with each Fund. ND Money Management is a wholly-owned subsidiary
of ND Holdings, a venture capital corporation.
ND Capital, 1 North Main, Minot, North Dakota 58703, serves as each
Fund's Underwriter. The Underwriter is a wholly-owned subsidiary of
ND Holdings.
SHAREHOLDER MEETINGS AND PROPOSALS
The Funds' bylaws provide that regular meetings of shareholders may be
held on an annual or other less frequent basis, but need not be held unless
required by law. The primary purpose of this provision is to reduce the
expenses of the Funds. As a general matter, the Funds do not intend to hold
annual or other regular meetings of shareholders except as required under the
1940 Act or other applicable law. Accordingly, the anticipated date of the
next meeting of shareholders is not currently known. Meetings of
shareholders, however, may be called from time to time by the Board of
Directors or by the shareholders under special conditions.
Under the North Dakota Business Corporation Act, if a regular meeting
of shareholders has not been held during the earlier of six months after the
fiscal year end or fifteen months after its last meeting, a shareholder or
shareholders holding 5% or more of the voting power of all shares entitled to
vote may demand a regular meeting by written notice of demand given to the
president or secretary of the corporation. In addition, special meetings of
shareholders may be called by the president, two or more directors, any
person authorized in the articles or by laws, or a shareholder holding 10% or
more of the voting power of all shares entitled to vote (except that 25% or
more of the voting power of all shares entitled to vote is required to call a
special meeting if the purpose of the meeting is to consider any action to
directly or indirectly facilitate or effect a business combination, including
any action to change or otherwise effect the composition of the Board of
Directors for that purpose). If the Board fails to cause a meeting to be
called within thirty days after the receipt of the demand, the shareholder
or shareholders making the demand may call the meeting by giving notice as
prescribed by law.
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals which meet certain conditions may be included in the
Fund's proxy statement and proxy for a particular meeting. Those rules
require that for future meetings the shareholder must be a record or
beneficial owner of at least 1% or $1,000 in market value of securities
entitled to be voted at the meeting at the time the proposal is submitted and
for one year prior thereto and must continue to own such shares through the
date on which the meeting is held. Another requirement relates to the timely
receipt by the Fund of any such proposal. Under those rules, a proposal
submitted for inclusion in the Fund's proxy materials for the next meeting
after the meeting to which this proxy statement relates must be received by
the respective Fund a reasonable time before the solicitation is made. The
fact a Fund receives a proposal from a qualified shareholder in a timely
manner does not ensure its inclusion in the proxy materials, since there are
other requirements under the proxy rules for such inclusion.
OTHER BUSINESS
Management does not intend to present and does not have reason to
believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote,
the proxies will be voted upon such matters in accordance with the judgment
of the persons acting under the proxies.
A list of shareholders entitled to be present and to vote at the
Meeting will be available at the offices of the Funds, 1 North Main, Minot,
North Dakota, for inspection by any shareholder during regular business
hours beginning two days after the notice of the Meeting is given and
continuing through the Meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN,
AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
PETER A. QUIST
Secretary
EXHIBIT A
MONTANA TAX-FREE FUND, INC.
PROPOSED AMENDMENTS
TO THE ARTICLES OF INCORPORATION
Article 4 is amended by deleting the first sentence and inserting in
lieu thereof the following: The aggregate number of shares which the
corporation shall have authority to issue is two hundred million
(200,000,000) shares, par value of $0.001 per share and of an aggregate par
value of two hundred thousand dollars ($200,000) (the "shares").
Of the shares:
A. Eighty million (80,000,000) shares may be issued in the
class hereby designated as "Class A shares";
B. Eighty million (80,000,000) shares may be issued in the
class hereby designated as "Class B shares," and shares previously issued
and outstanding prior to the effective date of this amendment are hereby
redesignated Class B shares;
C. Twenty million (20,000,000) shares may be issued in the
class hereby designated as "Class C shares"; and
D. Twenty million (20,000,000) shares may be issued in the
class hereby designated as "Class R shares."
The directors may establish the relative rights and preferences of Class A
shares, Class B shares, Class C shares and Class R shares upon the execution
by a majority of the directors of a resolution setting forth the classes'
relative rights and preferences of the class. Subject to the North Dakota
Business Corporation Act, the directors may also, in their discretion,
without obtaining any prior authorization or vote of the shareholders of the
corporation or of the shareholders of any class of shares, from time to time
authorize the division of shares of the corporation into shares of one or
more additional classes upon the execution by a majority of the directors of
a resolution setting forth such establishment and designation and the
relative rights and preferences of such class or classes. The above-named
classes together with any classes hereinafter created are referred to herein
as a "Class" and collectively the "Classes." All shares of a Class shall be
identical with each other and with the shares of each other Class except for
such variations between Classes as may be approved by the board of directors
and set forth in such resolution of establishment and designation and as may be
permitted under the North Dakota Business Corporation Act and the Investment
Company Act of 1940 (the "1940 Act") or pursuant to any exemptive order issued
by the Securities and Exchange Commission.
The shares of each Class may be subject to such charges and expenses
(including by way of example but not by way of limitation, such front-end and
deferred sales charges as may be permitted under the 1940 Act and rules of the
National Association of Securities Dealers, Inc., expenses under Rule 12b-1
plans, administration plans, service plans, or other plans or arrangements,
however designated) as are allocated to such Class from time to time by the
board of directors of the corporation in accordance, to the extent applicable,
with the 1940 Act, which charges and expenses may differ from those applicable
to another Class, and all of the charges and expenses to which a Class is
subject shall be borne by such Class and shall be appropriately reflected
(in the manner determined by the board of directors) in determining the net
asset value and the amounts payable with respect to dividends and
distributions on, and redemptions or liquidations of, the shares of such Class.
Subject to compliance with the requirements of the 1940 Act and the
North Dakota Business Corporation Act, the board of directors shall have the
authority to provide that shares of any Classes shall be convertible
(automatically, optionally or otherwise) into shares of one or more other
Classes, in accordance with such requirements and procedures as may be
established by the board of directors. The board of directors shall have the
power and authority, in its sole discretion and without obtaining any prior
authorization or vote of the shareholders, to classify or reclassify any
unissued shares of the corporation (whether or not such shares have been
previously classified or reclassified into a Class) from time to time by
setting or changing the preferences, conversion or other rights, voting
powers, designations, restrictions and limitations as to dividends,
qualifications or terms or conditions of redemption of such unissued shares.
Except as set forth below, on each matter submitted to a vote of the
shareholders, each holder of a share shall be entitled to one vote for each
share standing in his or her name on the books of the corporation irrespective
of the Class thereof. All holders of shares shall vote as a single Class
except as may otherwise be required by law pursuant to any applicable order,
rule or interpretation issued by the Securities and Exchange Commission, or
otherwise, or except with respect to any matter which affects only one or
more classes of shares, in which case only the holders of shares of the
Class or Classes affected shall be entitled to vote.
EXHIBIT A
ND TAX-FREE FUND, INC.
PROPOSED AMENDMENTS
TO THE ARTICLES OF INCORPORATION
Article 4 is amended by deleting the first sentence and inserting in
lieu thereof the following: The aggregate number of shares which the
corporation shall have authority to issue is two hundred million
(200,000,000) shares, par value of $0.001 per share and of an aggregate par
value of two hundred thousand dollars ($200,000) (the "shares"). Of the shares:
A. Eighty million (40,000,000) shares may be issued in the
class hereby designated as "Class A shares";
B. Eighty million (40,000,000) shares may be issued in the
class hereby designated as "Class B shares," and shares previously issued
and outstanding prior to the effective date of this amendment are hereby
redesignated Class B shares;
C. Twenty million (10,000,000) shares may be issued in the
class hereby designated as "Class C shares"; and
D. Twenty million (10,000,000) shares may be issued in the
class hereby designated as "Class R shares."
The directors may establish the relative rights and preferences of Class A
shares, Class B shares, Class C shares and Class R shares upon the execution
by a majority of the directors of a resolution setting forth the classes'
relative rights and preferences of the class. Subject to the North Dakota
Business Corporation Act, the directors may also, in their discretion,
without obtaining any prior authorization or vote of the shareholders of the
corporation or of the shareholders of any class of shares, from time to time
authorize the division of shares of the corporation into shares of one or
more additional classes upon the execution by a majority of the directors of
a resolution setting forth such establishment and designation and the
relative rights and preferences of such class or classes. The above-named
classes together with any classes hereinafter created are referred to herein
as a "Class" and collectively the "Classes." All shares of a Class shall be
identical with each other and with the shares of each other Class except for
such variations between classes as may be approved by the board of directors
and set forth in such resolution of establishment and designation and as may be
permitted under the North Dakota Business Corporation Act and the Investment
Company Act of 1940 (the "1940 Act") or pursuant to any exemptive order issued
by the Securities and Exchange Commission.
The shares of each Class may be subject to such charges and expenses
(including by way of example but not by way of limitation, such front-end and
deferred sales charges as may be permitted under the 1940 Act and rules of the
National Association of Securities Dealers, Inc., expenses under Rule 12b-1
plans, administration plans, service plans, or other plans or arrangements,
however designated) as are allocated to such Class from time to time by the
board of directors of the corporation in accordance, to the extent applicable,
with the 1940 Act, which charges and expenses may differ from those applicable
to another Class, and all of the charges and expenses to which a Class is
subject shall be borne by such Class and shall be appropriately reflected
(in the manner determined by the board of directors) in determining the net
asset value and the amounts payable with respect to dividends and
distributions on, and redemptions or liquidations of, the shares of such Class.
Subject to compliance with the requirements of the 1940 Act and the
North Dakota Business Corporation Act, the board of directors shall have the
authority to provide that shares of any Classes shall be convertible
(automatically, optionally or otherwise) into shares of one or more other
Classes, in accordance with such requirements and procedures as may be
established by the board of directors. The board of directors shall have the
power and authority, in its sole discretion and without obtaining any prior
authorization or vote of the shareholders, to classify or reclassify any
unissued shares of the corporation (whether or not such shares have been
previously classified or reclassified into a Class) from time to time by
setting or changing the preferences, conversion or other rights, voting
powers, designations, restrictions and limitations as to dividends,
qualifications or terms or conditions of redemption of such unissued shares.
Except as set forth below, on each matter submitted to a vote of the
shareholders, each holder of a share shall be entitled to one vote for each
share standing in his or her name on the books of the corporation irrespective
of the Class thereof. All holders of shares shall vote as a single Class
except as may otherwise be required by law pursuant to any applicable order,
rule or interpretation issued by the Securities and Exchange Commission, or
otherwise, or except with respect to any matter which affects only one or
more classes of shares, in which case only the holders of shares of the
Class or Classes affected shall be entitled to vote.
EXHIBIT A
SOUTH DAKOTA TAX-FREE FUND, INC.
PROPOSED AMENDMENTS
TO THE ARTICLES OF INCORPORATION
Article 4 is amended by deleting the first sentence and inserting in
lieu thereof the following: The aggregate number of shares which the
corporation shall have authority to issue is two hundred million
(200,000,000) shares, par value of $0.001 per share and of an aggregate par
value of two hundred thousand dollars ($200,000) (the "shares").
Of the shares:
A. Eighty million (80,000,000) shares may be issued in the
class hereby designated as "Class A shares";
B. Eighty million (80,000,000) shares may be issued in the
class hereby designated as "Class B shares," and shares previously issued
and outstanding prior to the effective date of this amendment are hereby
redesignated Class B shares;
C. Twenty million (20,000,000) shares may be issued in the
class hereby designated as "Class C shares"; and
D. Twenty million (20,000,000) shares may be issued in the
class hereby designated as "Class R shares."
The directors may establish the relative rights and preferences of Class A
shares, Class B shares, Class C shares and Class R shares upon the execution
by a majority of the directors of a resolution setting forth the classes'
relative rights and preferences of the class. Subject to the North Dakota
Business Corporation Act, the directors may also, in their discretion,
without obtaining any prior authorization or vote of the shareholders of the
corporation or of the shareholders of any class of shares, from time to time
authorize the division of shares of the corporation into shares of one or
more additional classes upon the execution by a majority of the directors of
a resolution setting forth such establishment and designation and the
relative rights and preferences of such class or classes. The above-named
classes together with any classes hereinafter created are referred to herein
as a "Class" and collectively the "Classes." All shares of a Class shall be
identical with each other and with the shares of each other Class except for
such variations between Classes as may be approved by the board of directors
and set forth in such resolution of establishment and designation and as may be
permitted under the North Dakota Business Corporation Act and the Investment
Company Act of 1940 (the "1940 Act") or pursuant to any exemptive order issued
by the Securities and Exchange Commission.
The shares of each Class may be subject to such charges and expenses
(including by way of example but not by way of limitation, such front-end and
deferred sales charges as may be permitted under the 1940 Act and rules of the
National Association of Securities Dealers, Inc., expenses under Rule 12b-1
plans, administration plans, service plans, or other plans or arrangements,
however designated) as are allocated to such Class from time to time by the
board of directors of the corporation in accordance, to the extent applicable,
with the 1940 Act, which charges and expenses may differ from those applicable
to another Class, and all of the charges and expenses to which a Class is
subject shall be borne by such Class and shall be appropriately reflected
(in the manner determined by the board of directors) in determining the net
asset value and the amounts payable with respect to dividends and
distributions on, and redemptions or liquidations of, the shares of such Class.
Subject to compliance with the requirements of the 1940 Act and the
North Dakota Business Corporation Act, the board of directors shall have the
authority to provide that shares of any Classes shall be convertible
(automatically, optionally or otherwise) into shares of one or more other
Classes, in accordance with such requirements and procedures as may be
established by the board of directors. The board of directors shall have the
power and authority, in its sole discretion and without obtaining any prior
authorization or vote of the shareholders, to classify or reclassify any
unissued shares of the corporation (whether or not such shares have been
previously classified or reclassified into a Class) from time to time by
setting or changing the preferences, conversion or other rights, voting
powers, designations, restrictions and limitations as to dividends,
qualifications or terms or conditions of redemption of such unissued shares.
Except as set forth below, on each matter submitted to a vote of the
shareholders, each holder of a share shall be entitled to one vote for each
share standing in his or her name on the books of the corporation irrespective
of the Class thereof. All holders of shares shall vote as a single Class
except as may otherwise be required by law pursuant to any applicable order,
rule or interpretation issued by the Securities and Exchange Commission, or
otherwise, or except with respect to any matter which affects only one or
more classes of shares, in which case only the holders of shares of the
Class or Classes affected shall be entitled to vote.
SOUTH DAKOTA TAX-FREE FUND, INC.
JOINT SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE JOINT SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
A joint special meeting of shareholders will be held on Friday,
October 29, 1999, at 4:00 p.m., Minot, North Dakota time, in the
International Inn, 1505 North Broadway, Minot, North Dakota. At this meeting,
you will be asked to vote on the proposals described in the attached proxy
statement. The undersigned hereby appoints Robert E. Walstad and Peter A.
Quist, and each of them, with the power to act without the other and with full
power of substitution, the proxies of the undersigned to vote all shares of
South Dakota Tax-Free Fund, Inc. (the "Fund"), held by the undersigned at the
joint special meeting of shareholders to be held on October 29, 1999 and at
any adjournments thereof, with all the powers the undersigned would possess
if present in person.
You are encouraged to specify your choices by marking the appropriate
boxes. The shares to which this proxy relates will be voted as specified.
If you do not mark any boxes, your proxy will be voted "FOR" the proposals.
Please mark, sign, date and return this proxy card promptly so that your
vote will be counted.
THE PROXIES ARE INSTRUCTED
1. To vote ----FOR all nominees listed ----WITHHOLD AUTHORITY
below (except as otherwise to vote for all
marked below) and with nominees below.
discretionary authority to
cumulate votes unless a
different distribution of votes
is indicated in the blank space
under the nominee's name.
Nominees: LYNN W. AAS, ORLIN W. BACKES, R. JAMES MAXSON, PETER A. QUIST,
ROBERT E. WALSTAD
(To withhold authority to vote for any individual nominees, strike a line
through that nominee's name listed above.)
2. To vote ----FOR ----Against ----Abstain - Approval of amendments
to the Articles of
Incorporation to permit the
issuance of additional
classes of shares.
3. To vote ----FOR ----Against ----Abstain - Ratification of the
selection of Brady,
Martz & Associates, P.C.,
as independent public
accountant for the Fund.
4. To vote in their discretion upon any other business that may come before
the meeting or any adjournment thereof.
(CONTINUED ON REVERSE SIDE)
(CONTINUED FROM OTHER SIDE)
IMPORTANT: Please sign your name exactly as it appears on this proxy.
If shares are held jointly, each holder should sign the proxy. If, however,
the proxy is signed by any one of the joint owners, such proxy is considered
valid unless the Fund receives from any such joint owners written notice
denying the authority of that person to appoint a proxy or appointing a
different proxy. When signing as attorney or as executor, administrator,
trustee, or guardian, please state your title or capacity. If a corporation,
please sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
PLEASE SIGN, DATE AND RETURN IN THE
ADDRESSED ENVELOPE. NO POSTAGE IS
REQUIRED. PLEASE MAIL PROMPTLY TO
SAVE THE FUND FURTHER SOLICITATION
EXPENSE. THE RECEIPT OF THE NOTICE
OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY EXECUTION OF THIS PROXY.
Dated-------------------------------1999
X---------------------------------------
Signature/Title
X---------------------------------------
Signature, if held jointly
Sign, date and return the proxy promptly using the enclosed envelope to
South Dakota Tax-Free Fund, Inc., 1 North Main, Minot, ND 58703.
Chapman and Cutler
111 West Monroe
Chicago, IL 60603
(312) 845-3000
September 14, 1999
By Edgar
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: South Dakota Tax-Free Fund, Inc.
File Numbers 33-71144 and 811-08124
Preliminary Proxy
--------------------------------------
Ladies and Gentlemen:
On behalf of South Dakota Tax-Free Fund, Inc., (the "Registrant"), we are
transmitting a preliminary proxy in accordance with Rule 20a-1 of the
Investment Company Act of 1940 and Rule 14a-6(a) of the Securities Exchange
Act of 1934 (the "1934 Act"). We have prepared this proxy statement in
accordance with Schedule 14A of the 1934 Act.
REQUESTED CONTACTS
If we may cooperate with you in any way in the processing of this
proxy statement, please telephone the undersigned at 312-845-3864.
Very truly yours,
Chapman and Cutler
By: /s/ Felice R. Foundos
--------------------------
Felice R. Foundos
Enclosures
cc: Mark J. Kneedy
