-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxjfqEy+9sa4fXLZzE7vNxJp9rYOElFCBhS79ax7vdC8kt3zL6m52x2hFiSbPYEN 9F5tPlTGV8wfOTeB+l+Ypg== 0000812006-02-000009.txt : 20020415 0000812006-02-000009.hdr.sgml : 20020415 ACCESSION NUMBER: 0000812006-02-000009 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020426 FILED AS OF DATE: 20020326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHURCHILL TAX FREE TRUST CENTRAL INDEX KEY: 0000812006 IRS NUMBER: 136864349 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05086 FILM NUMBER: 02585878 BUSINESS ADDRESS: STREET 1: 380 MADISON AVE STREET 2: SUITE 2300 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126976666 MAIL ADDRESS: STREET 1: 380 MADISON AVENUE STREET 2: SUITE 2300 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHURCHILL TAX FREE FUND OF KENTUCKY DATE OF NAME CHANGE: 19880911 DEF 14A 1 kypxo2r.txt DEFINITIVE PROXY STATEMENT AND FORM OF CARD Important Notice Please Read Immediately Aquilasm Group of Funds Churchill Tax-Free Fund of Kentucky 380 Madison Avenue, Suite 2300, New York, NY 10017 Notice of Annual Meeting of Shareholders to Be Held on April 26, 2002 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 Kentucky Derby Museum; 704 Central Avenue Louisville, Kentucky; Time: (b) on April 26, 2002 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, 2002 (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 February 21, 2002 (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 15, 2002 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. The Fund's founder 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. A copy of the Fund's most recent annual report will be sent to you without charge upon written request to the Distributor, at that address or by calling 800-437-1020 toll-free or 212-697-6666. This Notice and Proxy Statement are first being mailed on or about March 15, 2002. You should read this Proxy Statement prior to voting. If your shares are registered in the name of your broker or someone other than yourself, you may authorize that person to vote your shares. If your shares are registered in your name, you may vote in one of three ways: (1) 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 a box on the proposal, the proxy holders will vote your shares for that proposal. (2) 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. (3) Internet Voting To vote your shares by the Internet, please contact the Fund at the Internet 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. General Information 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 provided 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 or otherwise counted as present in determining voting results. 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 four 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, $10.44; Class C Shares, $10.44; Class Y Shares, $10.45 and Class I Shares, $10.44. The meeting is expected to act only upon matters that affect the Fund as a whole: the election of Trustees and the selection of independent auditors. On matters that affect the Fund as a whole, all shareholders of the Fund, including the shareholders of all classes of shares 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, 19,650,822; Class C Shares, 327,216; Class Y Shares, 2,615,676 and Class I Shares, 170,718. On the record date, the following holders held 5% or more of the outstanding shares of a class of Fund 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 1,269,347 Class A Shares 6.46% JJB Hilliard W Lyons Inc 501 S. 4th Street Louisville, KY 63,989 Class C Shares 19.56% MLPF&S for the sole benefit of its customers 4800 Deer Lake Dr East Jacksonville, FL 47,620 Class C Shares 14.55% Bankdan c/o Central Kentucky Trust 218 W. Main St. Danville, KY 881,957 Class Y Shares 33.72% National Financial Services LLC 200 Liberty Street New York NY 679,166 Class Y Shares 25.97% Monroe & Co P.O. Box 160 Westerville, OH 202,602 Class Y Shares 7.75% National City Bank of Kentucky TTEE Cardinal Aluminum Co. P.O. Box 94894, Cleveland, OH 250,456 Class Y Shares 9.58% Strafe & Co P.O. Box 160 Westerville, OH 245,212 Class Y Shares 9.37% Danky & Co. P.O.Box 28 Danville, KY 142,042 Class Y Shares 5.43% Wexford Clearing Services Corp Louisville, KY 120,357 Class I Shares 70.49% Additional 5% shareholders Mark A Campisano TTEE Patricia E. Campisano rev trust P.O. Box 34006 Louisville, KY 27,374 Class I Shares 16.03% 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 vote your shares in the election of Trustees. The following material includes the name, positions with the Fund, address, date of birth and business experience during at least the past five years of each nominee and each officer of the Fund. All shares of the Fund listed as owned by the Trustees are Class A Shares unless indicated otherwise. All of the nominees are presently Trustees and were elected by the shareholders in April, 2001. Trustees and Officers
Number of Positions Held Portfolios in with Fund Complex Fund Overseen by Name, Address(1) and Length of Principal Occupation(s) Trustee Other Directorships and Date of Birth Service(2) During Past 5 Years Held by Trustee - ------------- ---------- ------------------- --------------- Interested Trustees(3) Lacy B. Herrmann Chairman of Founder and Chairman of the 14 Director or trustee, OCC Cash New York, NY the Board of Board, Aquila Management Reserves, Inc., OCC (05/12/29) Trustees since Corporation, the sponsoring Accumulation Trust, 1987 organization and Manager or Oppenheimer Quest Value Funds Administrator and/or Adviser or Group, Oppenheimer Small Cap Sub-Adviser to the Aquilasm Value Fund, Oppenheimer Midcap Group of Funds (4) and Founder, Fund, and Oppenheimer Chairman of the Board of Rochester Group of Funds. Trustees and (currently or until 1998) President of each since its establishment, beginning in 1984; Director of the Distributor since 1981 and formerly Vice President or Secretary, 1981-1998; President and a Director, STCM Management Company, Inc., sponsor and investment adviser to Capital Cash Management Trust and Capital Cash U.S. Government Securities Trust, since 1973; Trustee Emeritus, Brown University and active in university, school and charitable organizations. Diana P. Herrmann Trustee since President and Chief Operating 9 None New York, NY 1995 and Officer of the Manager since (02/25/58) President 1997, a Director since 1984, since 1999 Secretary since 1986 and previously its Executive Vice President, Senior Vice President or Vice President, 1986-1997; President, Senior Vice President or Executive Vice President of the Aquilasm Group of Funds since 1986; Director of the Distributor since 1997; trustee, Reserve Money-Market Funds, 1999-2000 and Reserve Private Equity Series, 1998-2000; active in mutual fund and trade organizations and in charitable and volunteer organizations. Non-Interested Trustees Thomas A. Trustee Shareholder of Robinson, Hughes 1 None Christopher since 1992 & Christopher, C.P.A.s, P.S.C., Danville, KY since 1977; President, A Good (12/19/47) Place for Fun, Inc., a sports facility, since 1987; active member of the American Institute of Certified Public Accountants. Douglas Dean Trustee Founder and President, Dean, 1 None Lexington, since 1987 Dorton & Ford P.S.C., a public KY accounting firm, since 1979; (03/21/49) active as an officer and member of various charitable and community organizations. Carroll F. Knicely Trustee since President, Associated 1 Director, South Gate Glasgow, KY 1998 Publications Inc, Glasgow, Plaza, Inc.; Knicely (12/08/28) Kentucky; director and member, and Knicely, Inc. Executive Board of West Kentucky Corporation and director and Secretary-Treasurer, South Gate Plaza, Inc. (owner and developer of shopping centers and commercial real estate); director, Vice President and Treasurer, Knicely and Knicely, Inc. (owner and developer of rental properties and residential real estate); trustee, Cambellsville University; formerly Secretary of Commerce and Commissioner of Commerce, Commonwealth of Kentucky. Theodore T. Mason Trustee since Executive Director, East Wind 7 Trustee, OCC Cash New York, NY 1992 Power Partners LTD since 1994 Reserves, Inc. and (11/24/35) and Louisiana Power Partners, OCC Accumulation LLC since 1999; President, Trust. Alumni Association of SUNY Maritime College since 2002 (First Vice President, 2000-2001, Second Vice President, 1998-2000) and director of the same organization since 1997; Director, STCM Management Company, Inc., since 1973; twice national officer of Naval Reserve Association, Commanding Officer of four naval reserve units and Captain, USNR (Ret); director, The Navy League of the United States New York Council since 2002; trustee, The Maritime Industry Museum at Fort Schuyler and the Maritime College at Fort Schuyler Foundation, Inc. since 2000. Anne J. Mills Trustee since President, Loring Consulting 6 None Castle Rock, CO 1987 Company since 2001; Vice (12/23/38) President for Business Affairs, Ottawa University, 1992-2001; IBM Corporation, 1965-1991; Budget Review Officer, the American Baptist Churches/USA, 1994-1997; director, the American Baptist Foundation since 1985 and formerly trustee, Brown University. William J. Nightingale Trustee since Chairman, founder (1975) and 2 Director, Ring's Stamford, CT 1993 Senior Advisor since 1995 of End, Inc., a (09/16/29) Nightingale & Associates, building materials L.L.C., a general management company; Furr's consulting firm focusing on Restaurant Group, interim management, Inc. divestitures, turnaround of troubled companies, corporate restructuring and financial advisory services; formerly an officer of Hanes Corporation (women's apparel) and General Mills, Inc. and a Senior Associate of Booz, Allen & Hamilton (management consultants). James R. Ramsey Trustee since Kentucky Governor's Senior 1 None Frankfort, KY 1987 Policy Advisor and State Budget (11/14/48) Director since 1999; Professor of Economics, University of Louisville, since 1999; Vice Chancellor for Finance and Administration, the University of North Carolina at Chapel Hill, 1998 to 1999; 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. Officers Thomas S. Albright Senior Vice Vice President and co-manager, N/A N/A Louisville, KY President Tax-Free Fund For Utah since (07/26/52) since 2000 2001; Senior Vice President and Portfolio Manager, Churchill Tax-Free Fund of Kentucky since July 2000; Vice President and Portfolio Manager, Banc One Investment Advisors, Inc., 1994-2000. Jerry G. McGrew Senior Vice President of the Distributor N/A N/A New York, NY (06/18/44) President since 1998, Registered Principal since 1994 since 1993, Senior Vice President, 1997-1998 and Vice President, 1993-1997; Senior Vice President, Aquila Rocky Mountain Equity Fund and four Aquila Bond Funds and Vice President, Churchill Cash Reserves Trust, 1995-2001. Terri M. Blair Vice President Vice President, Churchill N/A N/A Elizabethtown, KY since 1996 Tax-Free Fund of Kentucky since (04/05/64) 1996. James M. McCullough Vice President Senior Vice President or Vice N/A N/A Portland, OR (06/11/45) since 2000 President of five Aquila Bond and Equity Funds; Senior Vice President of the Distributor since 2000; Director of Fixed Income Institutional Sales, CIBC Oppenheimer & Co. Inc., Seattle, WA, 1995-1999. Jason T. McGrew Vice President Vice President, Churchill N/A N/A Elizabethtown, KY since 2001 Tax-Free Fund of Kentucky since (08/14/71) 2001, Assistant Vice President, 2000-2001; Investment Broker with Raymond James Financial Services 1999-2000 and with J.C. Bradford and Company 1997-1999; Associate Broker at Prudential Securities 1996-1997. Rose F. Marotta Chief Chief Financial Officer of the N/A N/A New York, NY Financial Aquilasm Group of Funds since (05/08/24) Officer since 1991 and Treasurer, 1981-1991; 1991 Treasurer and director, STCM Management Company, Inc., since 1974; Treasurer of the Manager since 1984 and the Distributor, 1985-2000. Joseph P. DiMaggio Treasurer Treasurer of the Aquilasm Group N/A N/A New York, NY since 2000 of Funds and the Distributor (11/06/56) since 2000; Controller, Van Eck Global Funds, 1993-2000. Edward M. W. Hines Secretary Partner, Hollyer Brady Smith & N/A N/A New York, NY since 1987 Hines LLP, legal counsel to the (12/16/39) Fund, since 1989; Secretary of the Aquilasm Group of Funds. Robert W. Anderson Assistant Compliance Officer of the N/A N/A New York, NY (08/23/40) Secretary Manager since 1998 and Assistant since 2000 Secretary of the Aquilasm Group of Funds since 2000; Consultant, The Wadsworth Group, 1995-1998. John M. Herndon Assistant Assistant Secretary of the N/A N/A New York, NY (12/17/39) Secretary Aquilasm Group of Funds since since 1995 and Vice President of the 1995 five Aquila Money-Market Funds since 1990; Vice President of the Manager since 1990. Lori A. Vindigni Assistant Assistant Treasurer of the N/A N/A New York, NY Treasurer Aquilasm Group of Funds since (11/02/66) since 2000 2000; Assistant Vice President of the Manager since 1998; Fund Accountant for the Aquilasm Group of Funds, 1995-1998. (1) The mailing address of each Trustee and officer is c/o Churchill Tax-Free Fund of Kentucky, 380 Madison Avenue, New York, NY 10017. (2) Each Trustee holds office until the next annual meeting of shareholders or until his or her successor is elected and qualifies. The term of office of each officer is one year. (3) Mr. Herrmann and Ms. Herrmann are interested persons of the Fund, as that term is defined in the 1940 Act, as officers of the Fund and affiliates of both the Manager and the Distributor. Each is also an interested person as a member of the immediate family of the other. (4) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S. Government Securities Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust, Capital Cash Management Trust and Capital Cash U.S. Government Securities Trust, each of which is a money-market fund, are called the "Aquila Money-Market Funds"; 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, Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of which is a tax-free municipal bond fund, are called the "Aquila Bond Funds"; and Aquila Cascadia Equity Fund and Aquila Rocky Mountain Equity Fund are called the "Aquila Equity Funds"; considered together, these 14 funds are called the "Aquilasm Group of Funds."
Securities Holdings of the Trustees (as of 12/31/01) Dollar Range of Aggregate Dollar Range of Name of Ownership in Churchill Ownership in Aquilasm Investment Trustee Tax-Free Fund of Kentucky(1) Companies Overseen by Trustee(1) - ------- ---------------- ------------------------- Interested Trustees Lacy B. Herrmann B E Diana P. Herrmann B D Non-interested Trustees Thomas A. Christopher C C Douglas Dean D D Carroll F. Knicely D E Theodore T. Mason B C Anne J. Mills C D William J. Nightingale C C James R. Ramsey C C (1) A. None B. $1-$10,000 C. $10,001-$50,000 D. $50,001-$100,000 E. over $100,000 None of the non-interested Trustees or their immediate family members holds of record or beneficially any securities of the Manager or the Distributor. 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, 2001, the Fund paid a total of $83,355 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 $7,500 $10,750 2 Douglas Dean $7,300 $8,050 2 Carroll F. Knicely $6,150 $7,250 2 Theodore T. Mason $7,300 $50,250 7 Anne J. Mills $7,300 $37,550 6 William J. Nightingale $7,300 $14,350 2 James R. Ramsey $8,550 $9,900 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. As of February 28, 2002, these funds had aggregate assets of approximately $3.5 billion, of which approximately $2.0 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, 2001 the Fund paid $895,260 in management fees. During the fiscal year ended December 31, 2001, $300,606 was paid under Part I of the Fund's Distribution Plan to Qualified Recipients with respect to the Class A Shares, of which $9,112 was retained by the Distributor. With respect to Class C shares, during the same period $19,575 was paid under Part II of the Plan and $6,525 was paid under the Shareholder Services plan. Of these total payments of $26,100, the Distributor received $16,485. 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 current employees of Aquila Management Corporation. Other Information on Trustees The Trustees have appointed a standing Audit Committee consisting of all of the Trustees who are not "interested persons" of the Fund, as that term is defined in the 1940 Act. The members of the Audit Committee are Thomas A. Christopher, Douglas Dean, Carroll F. Knicely, Theodore T. Mason, Anne J. Mills, William J. Nightingale and James R. Ramsey. None of the members of the Committee is an "interested person" of the Fund. 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. During the Fund's last fiscal year, the Board of Trustees held four meetings. Each current Trustee was 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). The Board of Trustees does not have a nominating committee. Since the beginning of the Fund's most recently completed fiscal year, no Trustee purchased or sold shares of the Manager. Ratification or Rejection of Selection of Independent Auditors (Proposal No. 2) KPMG LLP ("KPMG"), which is currently serving as the Fund's independent 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, 2002. Such selection is submitted to the shareholders for ratification or rejection. The Fund paid the following fees to KPMG during the fiscal year ended December 31, 2001. Audit Fees: $17,000 Financial Information Systems Design and Implementation 0 All Other Fees $ 7,383 (Fees for preparation of the Fund's tax returns and correspondence, tax-equivalent yield and securities count.) KPMG 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, has reviewed all services performed and fees charged by KPMG and has determined that the provision of non-audit services reflected in the table is compatible with maintaining KPMG's independence. The Committee has recommended to the Trustees that KPMG be reappointed for the fiscal year ending December 31, 2002. KPMG has no direct or indirect financial interest in the Fund or the Manager. It is expected that representatives of KPMG 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 26, 2002 PROXY STATEMENT Aquilasm Group of Funds Churchill Tax-Free Fund of Kentucky Proxy for Shareholders Meeting April 26, 2002 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 Friday, April 26, 2002 at the Kentucky Derby Museum, 704 Central Avenue, 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 www.proxyvote.com 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 For address changes and/or comments, please check this box and write them on the back. [] 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 the Shareholder Meeting. If you mark the box below, you must return the proxy card by mail to have this information recorded. I plan to attend the annual meeting in Louisville [__] 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) -----END PRIVACY-ENHANCED MESSAGE-----