DEFA14A 1 kypxo1dr.txt SUPPLEMENT TO STATEMENT CHURCHILL TAX-FREE FUND OF KENTUCKY Supplement to the Proxy Statement Dated March 4, 2001 The following is added to the material under Proposal No. 2 (Ratification or Rejection of Selection of Independent Auditors). Description of fees paid during the fiscal year ended December 31, to the Fund's independent auditors, KPMG LLP. Audit Fees: $17,000 Financial Information Systems Design and Implementation 0 All Other Fees $ 4,750 (Fees for preparation of the Fund's tax returns and correspondence, tax-equivalent yield and securities count.) KPMG LLP did not perform any services during the fiscal year for the Fund's investment adviser (the "Manager") or any entity controlling, controlled by or under common control with the Manager that provides services to the Fund. The audit committee of the Fund's Board of Trustees, which consists of all of the independent Trustees, has reviewed all services performed and fees charged by KPMG LLP and has accepted that firm's representation that it is independent in recommending re-appointment of KPMG LLP for the fiscal year ending December 31, 2001. The date of this supplement is April 12, 2001 Important Notice Please Read Immediately Aquilasm Group of Funds CHURCHILL TAX-FREE FUND OF KENTUCKY 380 Madison Avenue, Suite 2300, New York, N Y 10017 Notice of Annual Meeting of Shareholders to Be Held on APRIL 24, 2001 To Shareholders of the Fund: The purpose of this Notice is to advise you that an Annual Meeting of the Shareholders of Churchill Tax-Free Fund of Kentucky (the "Fund") will be held: Place: (a) at the J B Speed Art Museum; 2035 South Third Street Louisville, Kentucky; Time: (b) on April 24, 2001 at 10:00 a.m. local time; Purposes: (c) for the following purposes: (i) to elect nine Trustees; each Trustee elected will hold office until the next annual meeting of the Fund's shareholders or until his or her successor is duly elected(Proposal No. 1); (ii) to ratify (that is, to approve) or reject the selection of KPMG LLP as the Fund's independent auditors for the fiscal year ending December 31, 2001 (Proposal No. 2); (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 January 26, 2001 (the "record date"). Also, the number of shares of each of the Fund's outstanding classes of shares that you held at that time and the respective net asset values of each class of shares at that time determine the number of votes you may cast at the Meeting (or any adjourned meeting or meetings). By order of the Board of Trustees, EDWARD M. W. HINES Secretary March 5, 2001 Please Note: If you do not expect to attend the Meeting, please vote by any of three ways: by telephone, by the Internet or by completing the enclosed proxy card and returning it in the accompanying stamped envelope. To avoid unnecessary expense to the Fund, we request your cooperation in voting no matter how large or small your holding may be. CHURCHILL TAX-FREE FUND OF KENTUCKY 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 Churchill Tax-Free Fund of Kentucky (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 in voting. 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 800-872-5859 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. This Notice and Proxy Statement are first being mailed on or about March 5, 2001. You should read the Proxy Statement prior to voting. Then, you may vote in one of three ways: Proxy Card 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 this proposal by marking the appropriate box "For" or "Against" or instruct them not to vote your shares on the proposal by marking the "Abstain" box. If you return your signed proxy card and do not mark the box on the proposal, the proxy holders will vote your shares for that proposal. Telephone Voting To vote your shares by telephone, call the toll free number on your proxy card. You will be prompted to enter the control number on your proxy card. Follow the recorded instructions using your proxy card as a guide. If you vote by phone, you need not return the proxy card by mail. Internet Voting To vote your shares by the Internet, please contact the Fund at the address shown on your proxy card. You will be prompted to enter the control number on your proxy card. Follow the instructions on the screen, using your proxy card as a guide. If you vote by the Internet, you need not return the proxy card by mail. You may end the power of the proxy holders to vote your shares by: (i) so notifying the Fund in writing; (ii) signing a new and different proxy card (if the Fund receives it before the old one is used); (iii) voting your shares at the meeting in person or by your duly appointed agent; or (iv) calling the toll free number described above or contacting the Fund's Internet address described above, entering your control number and revoking your previous vote. Shares held by brokers in "street name" and not voted or marked as abstentions will not be counted for purposes of determining a quorum or voted on any matter. The Fund is sending you this Notice and Proxy Statement in connection with the solicitation by its Trustees of proxies to be used at the Annual Meeting to be held at the time and place and for the purposes indicated in the Notice or any adjourned meeting or meetings. 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. 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 their shares. The Fund will pay these firms 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 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, $10.40; Class C Shares, $10.40; and Class Y Shares, $10.41. 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 proposal. 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 outstanding for each class of shares was as follows: Class A Shares, 19,030,676; Class C Shares, 192,261; and Class Y Shares, 1,526,627. On the record date, the following holders held 5% or more of the Fund's outstanding shares. On the basis of information received from the institutional holders the Fund's management believes that all of the shares indicated are held by them for the benefit of clients Name and address Number of shares Percent of class of the holder of record Institutional 5% shareholders SYAG c/o Stock Yards Bank and Trust P.O. Box 34290 Louisville, KY 1,048,599 Class A Shares 5.52% JJB Hilliard W Lyons Inc 501 S. 4th Street Louisville, KY 56,140 Class C Shares 29.88% (held in 3 accounts) Advest Inc. 90 State House Sq Hartford, CT 11,362 Class C Shares 6.05% Bankdan c/o Central Kentucky Trust 218 W. Main St. Danville, KY 715,221 Class Y Shares 46.55% Monroe & Co P.O. Box 160 Westerville, OH 247,700 Class Y Shares 16.22% National City Bank of Kentucky TTEE Cardinal Aluminum Co. P.O. Box 94894, Cleveland, OH 250,456 Class Y Shares 16.41% Strafe & Co P.O. Box 160 Westerville, OH 91,276 Class Y Shares 5.98% (held in 2 accounts) Danky & Co. P.O.Box 28 Danville, KY 123,266 Class Y Shares 8.07% Additional 5% shareholders James and Edith Garrison JOINT TEN 303 Oakdale Murray, KY 19,344 Class C Shares 10.29% Ray N. Cossey and Elizabeth A. Cossey TEES, 1346 Walnut Way Bowling Green, KY 22,958 Class Y Shares 12.22% The Fund's management is not aware of any other person beneficially owning more than 5% of any class of its outstanding shares as of such date. Election of Trustees (Proposal No. 1) At the Meeting, nine Trustees are to be elected. Each Trustee elected will serve until the next annual meeting or until his or her successor is duly elected. The nominees selected by the Trustees are named in the table below. See "Introduction" above for information as to how you can instruct the proxy holders as to the voting of your shares as to the election of Trustees. All of the nominees are presently Trustees and were elected by the shareholders in April , 2000. 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, an officer, director and shareholder of the Manager and a shareholder and director 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. In the following material Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky (this Fund), Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of which is a tax-free municipal bond fund, are called the "Aquila Bond Funds"; Pacific Capital Cash Assets Trust, Capital Cash Management Trust, Capital Cash U.S. Government Securities Trust, Pacific Capital U.S. Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets Trust, each of which is a money-market fund, are called the "Aquila Money-Market Funds"; and Aquila Cascadia Equity Fund and Aquila Rocky Mountain Equity Fund are called the "Aquila Equity Funds." Described in the following material are the name, address, positions with the Fund, age as of the record date and business experience during at least the past five years of each nominee and each officer of the Fund. All shares listed as owned by the Trustees are Class A Shares unless indicated otherwise. Lacy B. Herrmann* Founder and Chairman of the Board of Aquila Chairman of the Management Corporation, the sponsoring Board of Trustees organization and Manager or Administrator 380 Madison Avenue and/or Adviser or Sub-Adviser to the New York, NY Aquila Money-Market Funds, the Aquila Bond 10017 Funds and the Aquila Equity Funds, Age: 71 and Founder, Chairman of the Board of Trustees Shares Owned: 227 and (currently or until 1998) President of each since its establishment, beginning in 1984; Director of Aquila Distributors, Inc., distributor of the above funds, since 1981 and formerly Vice President or Secretary, 1981-1998; President and a Company, Inc., sponsor and sub-adviser to Capital Cash Management Trust and Capital Cash U.S. Government Securities Trust; 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. Thomas A. Shareholder of Robinson, Hughes & Christopher Christopher, C.P.A.s, P.S.C., since 1977; Trustee President of A Good Place for Fun, Inc., 459 Martin Luther a sports facility, since 1987; active King Blvd., Danville, member of the American Institute of KY 40423 Certified Public Accountants; Board of Age: 53 Directors of the Kentucky Society of C.P.A.s Shares Owned: 2,044 1991 to 1994; Trustee of Churchill Cash Reserves Trust 1985 to 2001 and of Churchill Tax-Free Fund of Kentucky since 1992; Chair of the Aquilasm Group of Funds' Committee of Chairs (Independent Trustees elected by their respective Boards who meet to consider matters of common interest); presently active in leadership roles with various civic, community and church organizations. Douglas Dean Founder and President of Dean, Trustee Dorton & Ford P.S.C., a public 106 West Vine Street accounting firm, since 1979; Suite 600 previously employed by Coopers & Lexington, Lybrand, a public accounting KY 40507 firm; member of the American Institute Age: 51 of Certified Public Accountants and Kentucky Shares Owned: 5,848 Society of Certified Public Accountants; accredited in business valuation by the American Institute of Certified Public Accountants; Trustee of Trent Equity Fund, an equity mutual fund, 1992-1994; Trustee of Churchill Cash Reserves Trust 1995 to 2001 and of Churchill Tax-Free Fund of Kentucky since 1987; active as an officer and board member of various charitable and community organizations. Diana P. Herrmann* President and Chief Operating Officer of President and Trustee the Manager since 1997, a 380 Madison Director since 1984, Secretary since 1986 Avenue and previously its Executive Vice New York, President, Senior Vice President NY 10017 or Vice President, 1986-1997; Age: 42 President of various Aquila Bond and Shares Owned: 609 Money-Market Funds since 1998; Assistant Vice President, Vice President, Senior Vice President or Executive Vice President of Aquila Money-Market, Bond and Equity Funds since 1986; Trustee of a number of Aquila Money-Market, Bond and Equity Funds since 1995; Trustee of Reserve Money-Market Funds, 1999-2000 and of Reserve Private Equity Series, 1998-2000; Assistant Vice President and formerly Loan Officer of European American Bank, 1981-1986; daughter of the Fund's Chairman; Trustee of the Leopold Schepp Foundation (academic scholarships) since 1995; actively involved in mutual fund and trade associations and in college and other volunteer organizations. Carroll F. Knicely President of Associated Publications Inc., Trustee Glasgow, Kentucky; Director and member 505 Augusta Circle, of the Executive Board of West Kentucky Glasgow, KY 42141 Corporation and Director and Secretary- Age: 72 Treasurer of South Gate Plaza, Inc. (owner and Shares Owned: 25,329(1) developer of shopping centers and commercial real estate); Director, Vice President and Treasurer of Knicely and Knicely, Inc. (owner and developer of rental properties and residential real estate); Trustee of Campbellsville University, Campbellsville, Kentucky since 1997; Trustee of Churchill Cash Reserves Trust and Churchill Tax-Free Fund of Kentucky since 1998; Editor and Publisher of Kentucky newspaper group, 1957-1990; Secretary of Commerce of the Commonwealth of Kentucky, 1983-1988; Commissioner of Commerce of the Commonwealth of Kentucky, 1978-1979; currently active in real estate development, commercial and residential subdivision and regional economic development planning under Kentucky State government sponsorship. ---------- (1) Includes 17,294 held of record by his wife. ---------- Theodore T. Mason Executive Director of Louisiana Power Partners, LLC Trustee since 1999 and of East Wind Power Partners 26 Circle Drive, since 1994; First Vice President of the Hastings-on-Hudson, Alumni Association of SUNY Maritime College NY 10706 (Second Vice President, 1998-2000) and Age: 65 Director of the same organization since 1997; Shares Owned: 773(2) Director of Cogeneration Development of Willamette Industries, Inc., a forest products company, 1991-1993; Vice President of Corporate Development of Penntech Papers, Inc., 1978-1991; Vice President of Capital Projects for the same company, 1977-1978; Vice Chairman of the Board of Trustees of Capital Cash Management Trust since 1981, Trustee and Vice President, 1976-1981, and formerly Director of its predecessor; Director of STCM Management Company, Inc.; Vice Chairman of the Board of Trustees and Trustee of Prime Cash Fund (which is inactive) since 1982; Trustee of Short Term Asset Reserves, 1984-1986 and 1989-1996, of Hawaiian Tax-Free Trust and Pacific Capital Cash Assets Trust since 1984, of Churchill Cash Reserves Trust since 1985, of Pacific Capital Tax-Free Cash Assets Trust and Pacific Capital U.S. Government Securities Cash Assets Trust since 1988 and of Churchill Tax-Free Fund of Kentucky since 1992; Trustee of OCC Accumulation Trust and the OCC Cash Reserves, Inc. since 1999; Director of The Maritime Industry Museum at Fort Schuyler and of the Maritime College at Fort Schuyler Foundation, Inc. since 2000; President and Director of Ted Mason Venture Associates, Inc., a venture capital consulting firm, 1972-1980; Advisor to the Commander, U.S. Maritime Defense Zone Atlantic, 1984-1988; National Vice President, Surface/Subsurface, Naval Reserve Association, 1985-1987; National Vice President, Budget and Finance, for the same Association, 1983-1985; Commanding Officer of four Naval Reserve Units, 1974-1985; Captain, USNR, 1978-1988. ---------- (2) Held jointly with his wife. ---------- Anne J. Mills Vice President for Business Affairs Trustee of Ottawa University since 1992; 167 Glengarry Place IBM Corporation, 1965-1991; Budget Castle Rock Review Officer of the American CO 80104 Baptist Churches/USA, 1994-1997; Age: 62 Director of the American Baptist Foundation, Shares Owned: 1,209 1985-1996 and since 1998; Trustee of Brown University, 1992-1999; Trustee of Churchill Cash Reserves Trust 1985 to 2001, 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 and of Tax-Free Fund For Utah since 1994. William J. Chairman and founder (1975) and Senior Advisor Nightingale since 1995 of Nightingale & Associates, Trustee L.L.C., a general management consulting 1266 East Main Street firm focusing on interim management, Stamford, CT divestitures, turnaround of troubled companies, 06902 corporate restructuring and financial Age: 71 advisory services; President, Chief Executive Shares Owned: 1,269 Officer and Director of Bali Company, Inc., a manufacturer of women's apparel, which became a subsidiary of Hanes Corporation, 1970-1975; prior to that, Vice President and Chief Financial Officer of Hanes Corporation after being Vice President-Corporate Development and Planning of that company, 1968-1970; formerly Senior Associate of Booz, Allen & Hamilton, management consultants, after having been Marketing Manager with General Mills, Inc.; Trustee of Narragansett Insured Tax-Free Income Fund since 1992 and of Churchill Cash Reserves Trust 1993 to 2001 and Churchill Tax-Free Fund of Kentucky since 1993; Director of Ring's End, Inc., a building materials company, since 1989, and of Furr's Restaurant Group, Inc., operator of a chain of cafeteria restaurants, since 1998. James R. Ramsey Governor's Senior Policy Advisor and State Trustee Budget Director since 1999; Professor Governor's Office of Economics, University of Louisville, for Policy Management since 1999; Vice Chancellor for Finance Suite 284 and Administration of the 702 Capitol Hill Ave. University of North Carolina at Frankfort, KY Chapel Hill, 1998 to 1999;Trustee 40601 of Churchill Tax-Free Fund of Kentucky Age: 52 since 1987 and of Churchill Cash Reserves Trust Shares Owned: 2,342(3) 1995 to 2001. Previously Vice President for Finance and Administration at Western Kentucky University, State Budget Director for the Commonwealth of Kentucky, Chief State Economist and Executive Director for the Office of Financial Management and Economic Analysis for the Commonwealth of Kentucky, Adjunct Professor at the University of Kentucky, Associate Professor at Loyola University-New Orleans and Assistant Professor at Middle Tennessee State University; served on numerous civic and corporate boards; consultant to Federal, State and local governments and to private business. ---------- (3) Held jointly with his wife. ---------- Thomas S. Albright Senior Vice President and Portfolio Senior Vice President Manager of Churchill Tax-Free Fund of Kentucky 4175 Westport Rd. since July 2000; Vice President and Suite 107 Portfolio Manager of Banc One Investment Louisville, KY 40241 Advisors, Inc., 1994-2000; Senior Vice Age: 48 President of Liberty National Trust Company, 1981-1994. Jerry G. McGrew President of Aquila Distributors, Senior Vice President Inc. since 1998, Registered Principal 380 Madison Avenue since 1993, Senior Vice President, 1997-1998 New York, NY 10017 and Vice President, 1993-1997; Senior Vice Age: 56 President of Aquila Rocky Mountain Equity Fund since 1996; Senior Vice President of Churchill Tax-Free Fund of Kentucky since 1994, and of Tax-Free Fund of Colorado and Tax-Free Fund For Utah since 1997; Vice President of Churchill Cash Reserves Trust 1995 to 2001; 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, 1993-1997; 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; Director-at-Large, Houston Alliance for the Mentally Ill (AMI), since 1998. Terri M. Blair Vice President of Churchill Vice President Tax-Free Fund of Kentucky 800 Edlin Lane since 1996; Corporate Elizabethtown, Safety Director/Human Resource KY 42701 Manager of Ramsey & Associates, Age: 36 Inc. 1995-1996; Senior Sales Representative of Bluegrass Cellular, Inc. 1993-1995. Rose F. Marotta Chief Financial Officer of the Aquila Chief Financial Officer Money-Market, Bond and Equity Funds 380 Madison Avenue since 1991 and Treasurer, 1981-1991; New York, NY formerly Treasurer of the predecessor of 10017 Capital Cash Management Trust; Treasurer Age: 76 and Director of STCM Management Company, Inc., since 1974; Treasurer of InCap Management Corporation since 1982, of the Manager since 1984 and of the Distributor, 1985-2000. Joseph P. DiMaggio Treasurer of the Aquila Money-Market, Treasurer Bond and Equity Funds since 2001; Treasurer 380 Madison Avenue of Aquila Distributors, Inc. since 2000; New York, NY 10017 Controller of Van Eck Global Funds, 1993-2000; Age: 44 Mutual Fund Accounting Manager of Alliance Capital Management L.P., 1985-1993. Lori A. Vindigni Assistant Vice President of Aquila Management Assistant Treasurer Corporation since 1998, formerly Fund Accountant 380 Madison Avenue for the Aquila Group of Investment Companies New York, NY since 1995; Staff Officer and Fund Accountant of 10017 Citibank Global Asset Management Group of Age: 34 Investment Companies, 1994-1995; Fund Accounting Supervisor of Dean Witter Group of Investment Companies, 1990-1994; BS Kean College of New Jersey, 1990. Robert W. Anderson Compliance Officer of Aquila Management Assistant Secretary Corporation since 1998 and Assistant 380 Madison Avenue Secretary of the Aquila Money-Market Funds New York, NY 10017 and the Aquila Bond and Equity Funds since 2000; Age: 60 Consultant, The Wadsworth Group, 1995-1998; Executive Vice President of Sheffield Management Company (investment adviser and distributor of a mutual fund group), 1986-1995. John M. Herndon Assistant Secretary of the Aquila Money- Assistant Secretary Market, Bond and Equity Funds since 1995 380 Madison Avenue and Vice President of the Aquila Money- New York, NY Market Funds since 1990; Vice President of 10017 the Manager since 1990; Investment Age: 61 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. Edward M. W. Hines Partner of Hollyer Brady Smith & Hines Secretary LLP, attorneys, since 1989 and counsel, 551 Fifth Avenue 1987-1989; Secretary of the Aquila Money-Market, New York, NY Bond and Equity Funds since 1982; Secretary 10176 of Trinity Liquid Assets Trust, 1982-1985 and Age: 61 Trustee of that Trust, 1985-1986; Secretary of Oxford Cash Management Fund, 1982-1988. The Fund does not currently pay fees to any of the Fund's officers or to Trustees affiliated with the Manager. For its fiscal year ended December 31, 2000, the Fund paid a total of $82,238 in compensation and reimbursement of expenses to the Trustees. No other compensation or remuneration of any type, direct or contingent, was paid by the Fund to its 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 equity funds. The following table lists the compensation of all nominees for Trustee who received compensation from the Fund or from other funds in the Aquilasm Group of Funds during the Fund's fiscal year. None of such Trustees has any pension or retirement benefits from the Fund or any of the other funds in the Aquila group. Compensation Number of from all boards on Compensation funds in the which the from the Aquilasm Trustee Name Fund Group of Funds serves Thomas A. Christopher $7,400 $11,900 2 Douglas Dean $6,750 $10,800 2 Carroll F. Knicely $7,400 $11,900 2 Theodore T. Mason $7,150 $57,050 8 Anne J. Mills $7,400 $38,900 7 William J. Nightingale $7,400 $18,300 3 James R. Ramsey $8,550 $13,100 2 Class A Shares may be purchased without a sales charge by certain of the Fund's Trustees and officers. The Fund's Manager is Manager or Administrator to the Aquilasm Group of Funds, which consists of tax-free municipal bond funds, money-market funds and equity funds. As of December 31, 2000, these funds had aggregate assets of approximately $3.1 billion, of which approximately $1.8 billion consisted of assets of the tax-free municipal bond funds. The Manager is controlled by Mr. Lacy B. Herrmann, through share ownership directly, through a trust and by his wife. During the fiscal year ended December 31, 2000 the Fund paid $859,027 in management fees. During the fiscal year ended December 31, 2000, $298,766 was paid under Part I of the Fund's Distribution Plan to Qualified Recipients with respect to the Class A Shares, of which $7,055 was retained by the Distributor. With respect to Class C shares, during the same period $13,188 was paid under Part II of the Plan and $4,396 was paid under the Shareholder Services plan. Of these total payments of $17,584, the Distributor received $10,129. All of such payments were for compensation. 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 24% by Diana P. Herrmann, 72% by Mr. Herrmann and other members of his immediate family and the balance by a former officer of the Distributor. Other Information on Trustees The Trustees have appointed a standing 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 one meeting 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. 2) KPMG 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 December 31, 2001. Such selection is submitted to the shareholders for ratification or rejection. The firm has no direct or indirect financial interest in the Fund or the Manager. 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 your proxy card, telephone or internet vote entitles them to vote, in accordance with their judgment on such matter or matters, except as noted. That is, by signing and returning your proxy card or by voting by telephone or the Internet, you give the proxy holders discretionary authority as to any such matter or matters. IMPORTANT NOTICE PLEASE READ IMMEDIATELY CHURCHILL TAX-FREE FUND OF KENTUCKY NOTICE OF ANNUAL MEETING OF SHAREHOLDERS to be held on APRIL 24, 2001 PROXY STATEMENT Aquilasm Group of Funds CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-A PROXY FOR SHAREHOLDERS MEETING APRIL 24, 2001 PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder of CHURCHILL TAX-FREE FUND OF KENTUCKY (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 the Fund to be held on Tuesday, April 24, 2001 at the J B Speed Art Museum, 2035 South Third Street, Louisville, Kentucky, at 10:00 a.m. local time, and at all adjournments thereof, and thereat to vote the shares held in the name of the undersigned on the record date for said meeting on the matters listed below. Such shares are entitled to one vote for every dollar of net asset value represented by the share balance printed below. Please read the proxy statement prior to voting. Annual Meeting Attendance We encourage you to attend the Annual Meeting of Shareholders. If you can join us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week Telephone 1-800-690-6903 To vote your shares by telephone, call toll free 1-800-690-6903. You will be prompted to enter the 12-digit control number on this proxy card. Follow the simple recorded instructions using this proxy card as a guide. If you vote by phone, you need not return the proxy card by mail. Internet voting To vote your shares by the Internet, contact the Fund at www.proxyvote.com You will be prompted to enter the 12-digit control number on this proxy card. Follow the simple instructions at the website, using your proxy card as a guide. If you vote by the Internet, you need not return the proxy card by mail. Mail You can vote your shares by completing and returning this proxy card. Please mark your proxy, date and sign it below and return it promptly in the accompanying envelope which requires no postage if mailed in the United States. Annual Meeting Attendance We encourage you to attend the Annual Meeting of Shareholders. If you can join us, please indicate it on the proxy card or e-mail us at info@aquilafunds.com TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ----------------------------------------------------------------- THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-A For address changes and/or comments, please check this box and write them on the back where indicated. [] 1. Vote on Trustees (Proposal No.1 in Proxy Statement) Election of Trustees 1) Lacy B. Herrmann*; 2) Thomas A. Christopher; 3) Douglas Dean; 4) Diana P. Herrmann*; 5) Carroll F. Knicely; 6) Theodore T. Mason; 7) Anne J. Mills; 8) William J. Nightingale; 9) James R. Ramsey * interested Trustees -- [__] For all -- [__] Withhold all -- [__] For all except To withhold authority to vote for one or more (but not all) nominees, mark "For all except" and write the nominee number(s) and/ or name(s) on the line below. ---------------- [bolded in printed form] Management recommends a vote for all nominees listed above and for the proposal listed below. The shares represented hereby will be voted as indicated below or For if no choice is indicated 2. Action on selection of KPMG LLP as independent auditors (Proposal No.2 in Proxy Statement) FOR [__] AGAINST [__] ABSTAIN [__] As to any other matter said proxies shall vote in accordance with their best judgment. Please indicate if you plan to attend one of the Shareholder Meetings. If you mark one of the boxes below, you must return the proxy card by mail to have this information recorded. I plan to attend the annual meeting in Louisville [__] I plan to attend the outreach meeting in Bowling Green [__] PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as a custodian, attorney, executor, administrator, trustee, guardian, etc., please sign your full title as such. Joint owners should each sign. _________________________________Dated: _________ Signature [Please sign within the box] _________________________________Dated: __________ Signature (Joint Owners) Aquilasm Group of Funds CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-C PROXY FOR SHAREHOLDERS MEETING APRIL 24, 2001 PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder of CHURCHILL TAX-FREE FUND OF KENTUCKY (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 the Fund to be held on Tuesday, April 24, 2001 at the J B Speed Art Museum, 2035 South Third Street, Louisville, Kentucky, at 10:00 a.m. local time, and at all adjournments thereof, and thereat to vote the shares held in the name of the undersigned on the record date for said meeting on the matters listed below. Such shares are entitled to one vote for every dollar of net asset value represented by the share balance printed below. Please read the proxy statement prior to voting. Annual Meeting Attendance We encourage you to attend the Annual Meeting of Shareholders. If you can join us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week Telephone 1-800-690-6903 To vote your shares by telephone, call toll free 1-800-690-6903. You will be prompted to enter the 12-digit control number on this proxy card. Follow the simple recorded instructions using this proxy card as a guide. If you vote by phone, you need not return the proxy card by mail. Internet voting To vote your shares by the Internet, contact the Fund at www.proxyvote.com You will be prompted to enter the 12-digit control number on this proxy card. Follow the simple instructions at the website, using your proxy card as a guide. If you vote by the Internet, you need not return the proxy card by mail. Mail You can vote your shares by completing and returning this proxy card. Please mark your proxy, date and sign it below and return it promptly in the accompanying envelope which requires no postage if mailed in the United States. Annual Meeting Attendance We encourage you to attend the Annual Meeting of Shareholders. If you can join us, please indicate it on the proxy card or e-mail us at info@aquilafunds.com TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ----------------------------------------------------------------- THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-C For address changes and/or comments, please check this box and write them on the back where indicated. [] 2. Vote on Trustees (Proposal No.1 in Proxy Statement) Election of Trustees 2) Lacy B. Herrmann*; 2) Thomas A. Christopher; 3) Douglas Dean; 4) Diana P. Herrmann*; 5) Carroll F. Knicely; 6) Theodore T. Mason; 7) Anne J. Mills; 8) William J. Nightingale; 9) James R. Ramsey * interested Trustees -- [__] For all -- [__] Withhold all -- [__] For all except To withhold authority to vote for one or more (but not all) nominees, mark "For all except" and write the nominee number(s) and/ or name(s) on the line below. ---------------- [bolded in printed form] Management recommends a vote for all nominees listed above and for the proposal listed below. The shares represented hereby will be voted as indicated below or For if no choice is indicated 2. Action on selection of KPMG LLP as independent auditors (Proposal No.2 in Proxy Statement) FOR [__] AGAINST [__] ABSTAIN [__] As to any other matter said proxies shall vote in accordance with their best judgment. Please indicate if you plan to attend one of the Shareholder Meetings. If you mark one of the boxes below, you must return the proxy card by mail to have this information recorded. I plan to attend the annual meeting in Louisville [__] I plan to attend the outreach meeting in Bowling Green [__] PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as a custodian, attorney, executor, administrator, trustee, guardian, etc., please sign your full title as such. Joint owners should each sign. _________________________________Dated: _________ Signature [Please sign within the box] _________________________________Dated: __________ Signature (Joint Owners) Aquilasm Group of Funds CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-Y PROXY FOR SHAREHOLDERS MEETING APRIL 24, 2001 PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned shareholder of CHURCHILL TAX-FREE FUND OF KENTUCKY (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 the Fund to be held on Tuesday, April 24, 2001 at the J B Speed Art Museum, 2035 South Third Street, Louisville, Kentucky, at 10:00 a.m. local time, and at all adjournments thereof, and thereat to vote the shares held in the name of the undersigned on the record date for said meeting on the matters listed below. Such shares are entitled to one vote for every dollar of net asset value represented by the share balance printed below. Please read the proxy statement prior to voting. Annual Meeting Attendance We encourage you to attend the Annual Meeting of Shareholders. If you can join us, please so indicate on the proxy card or e-mail us at info@aquilafunds.com VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a day, 7 days a week Telephone 1-800-690-6903 To vote your shares by telephone, call toll free 1-800-690-6903. You will be prompted to enter the 12-digit control number on this proxy card. Follow the simple recorded instructions using this proxy card as a guide. If you vote by phone, you need not return the proxy card by mail. Internet voting To vote your shares by the Internet, contact the Fund at www.proxyvote.com You will be prompted to enter the 12-digit control number on this proxy card. Follow the simple instructions at the website, using your proxy card as a guide. If you vote by the Internet, you need not return the proxy card by mail. Mail You can vote your shares by completing and returning this proxy card. Please mark your proxy, date and sign it below and return it promptly in the accompanying envelope which requires no postage if mailed in the United States. Annual Meeting Attendance We encourage you to attend the Annual Meeting of Shareholders. If you can join us, please indicate it on the proxy card or e-mail us at info@aquilafunds.com TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ----------------------------------------------------------------- THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED CHURCHILL TAX-FREE FUND OF KENTUCKY CLASS-Y For address changes and/or comments, please check this box and write them on the back where indicated. [] 3. Vote on Trustees (Proposal No.1 in Proxy Statement) Election of Trustees 3) Lacy B. Herrmann*; 2) Thomas A. Christopher; 3) Douglas Dean; 4) Diana P. Herrmann*; 5) Carroll F. Knicely; 6) Theodore T. Mason; 7) Anne J. Mills; 8) William J. Nightingale; 9) James R. Ramsey * interested Trustees -- [__] For all -- [__] Withhold all -- [__] For all except To withhold authority to vote for one or more (but not all) nominees, mark "For all except" and write the nominee number(s) and/ or name(s) on the line below. ---------------- [bolded in printed form] Management recommends a vote for all nominees listed above and for the proposal listed below. The shares represented hereby will be voted as indicated below or For if no choice is indicated 2. Action on selection of KPMG LLP as independent auditors (Proposal No.2 in Proxy Statement) FOR [__] AGAINST [__] ABSTAIN [__] As to any other matter said proxies shall vote in accordance with their best judgment. Please indicate if you plan to attend one of the Shareholder Meetings. If you mark one of the boxes below, you must return the proxy card by mail to have this information recorded. I plan to attend the annual meeting in Louisville [__] I plan to attend the outreach meeting in Bowling Green [__] PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as a custodian, attorney, executor, administrator, trustee, guardian, etc., please sign your full title as such. Joint owners should each sign. _________________________________Dated: _________ Signature [Please sign within the box] _________________________________Dated: __________ Signature (Joint Owners)