-----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, RHMIIYiaCwAU/mStxc2redMXo3XL1lDmP4GlAVdCqzYPF81O1x8mYJNXkzyRUvcy qhXkDrdDvTtwBPTonVin3w== 0000888955-05-000012.txt : 20050825 0000888955-05-000012.hdr.sgml : 20050825 20050825163530 ACCESSION NUMBER: 0000888955-05-000012 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 EFFECTIVENESS DATE: 20050825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AQUILA NARRAGANSETT INSURED TAX FREE INCOME FUND CENTRAL INDEX KEY: 0000888955 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-48696 FILM NUMBER: 051049235 BUSINESS ADDRESS: STREET 1: 380 MADISON AVE STREET 2: STE 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: NARRAGANSETT INSURED TAX FREE INCOME FUND DATE OF NAME CHANGE: 19920929 497 1 ni04st3.txt SUPPLEMENT TO THE SAI AND THE PROSPECTUSES NARRAGANSETT INSURED TAX-FREE INCOME FUND Supplement to the Statement of Additional Information Dated October 24, 2004 as Previously Supplemented June 17, 2005 The material under the caption "Management of the Fund" is replaced by the following: Management of the Fund The Board of Trustees The business and affairs of the Fund are managed under the direction and control of its Board of Trustees. The Board of Trustees has authority over every aspect of the Fund's operations, including approval of the advisory and any sub-advisory agreements and their annual renewal, the contracts with all other service providers and payments under the Fund's Distribution Plan and Shareholder Services Plan. The Fund's sole standing committee is the Audit Committee, consisting of all of the Trustees who are "independent" and are not "interested persons" of the Fund. The Committee, which met once during the last fiscal year, recommends to the Board of Trustees what independent registered public accounting firm will be selected by the Board of Trustees, reviews the methods, scope and result of audits and the fees charged, and reviews the adequacy of the Fund's internal accounting procedures and controls. The Fund has an Audit Committee, consisting of all of the Trustees who are "independent" and are not "interested persons" of the Fund. The Committee recommends to the Board of Trustees what independent registered public accounting firm will be selected by the Board of Trustees, reviews the methods, scope and result of audits and the fees charged, and reviews the adequacy of the Fund's internal accounting procedures and controls. The Audit Committee had one meeting during the last fiscal year. The Fund has a Nominating Committee, consisting of all of the non-interested Trustees. The Nominating Committee held no meetings during the fiscal year ended June 30, 2004. The committee will consider nominees recommended by the shareholders who may send recommendations to the committee in care of the Manager at 380 Madison Avenue, New York, NY 10017. Mr. Paul Y. Clinton resigned effective November 30, 2004 and Mr. Cornelius T. Ryan resigned effective February 28, 2005. Mr. James R. Ramsey was elected by the Board to fill a vacancy effective December 10, 2004. Mr. Timothy J. Leach was elected by the Board to fill a vacancy effective April 1, 2005. Trustees and Officers The following material includes information about each Trustee and officer of the Fund. All shares of the Fund listed as owned by the Trustees are Class A Shares unless indicated otherwise.
Trustees and Officers Number of Portfolios in Other Directorships Positions Held Fund Held by Trustee with Fund and Complex(3) (The position held is Name, Address(1) and Length of Principal Occupation(s) Overseen by a directorship unless Date of Birth Service(2) During Past 5 Years Trustee indicated otherwise.) Interested Trustees (4) Lacy B. Herrmann Trustee since Founder and Chairman of the 8 Director or trustee, Pimco New York, NY 1992 and Board, Aquila Management Advisors VIT, Oppenheimer Quest (05/12/29) Chairman of the Corporation, the sponsoring Value Funds Group, Oppenheimer Board of organization and parent of the Small Cap Value Fund, Trustees, Manager or Administrator and/or Oppenheimer Midcap Fund, and 1992-2005 Adviser or Sub-Adviser to each Oppenheimer Rochester Group of fund of the Aquilasm Group of Funds. Funds(5); Chairman of the Manager or Administrator and/or Adviser or Sub-Adviser to each since 2004; Founder, Chairman Emeritus and Trustee of Aquila Rocky Mountain Equity Fund, Tax-Free Fund For Utah, Narragansett Insured Tax-Free Income Fund and Tax-Free Trust of Arizona; Founder and Chairman Emeritus of Hawaiian Tax-Free Trust, Pacific Capital Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust, Pacific Capital U.S. Government Securities Cash Assets Trust, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky and Tax-Free Trust of Oregon; previously Chairman and a Trustee of each fund in the Aquilasm Group of Funds since its establishment until 2004 or 2005; Director of the Distributor since 1981 and formerly Vice President or Secretary, 1981-1998; Trustee Emeritus, Brown University and the Hopkins School; active in university, school and charitable organizations. David A. Duffy Trustee since Chairman, Rhode Island 1 Citizens Bank of Rhode Island North Kingstown, RI 1995 Convention Center Authority and Connecticut since 1999; (08/07/39) since 2003; retired Founder, Delta Dental of Rhode Island formerly President, Duffy & since 2004. Shanley, Inc., a marketing communications firm, 1973-2003; Transition Chairman for Gov. Donald Carcieri (R.I.); past National Chairman, National Conference for Community and Justice (NCCJ); Chairman, Providence College President's Council; officer or director of numerous civic and non-profit organizations. John J. Partridge Trustee since Founding Partner, Partridge, Snow 5 None Providence, RI 2002 & Hahn, LLP, a law firm, (05/05/40) Providence, Rhode Island, since 1988; director of various educational, civic and charitable organizations, including Greater Providence Chamber of Commerce, Ocean State Charities Trust and Memorial Hospital of Rhode Island. Non-interested Trustees William J. Nightingale Chair of the Retired; formerly Chairman, 2 Ring's End, Inc. Rowayton, CT Board of founder (1975) and Senior (09/16/29) Trustees since Advisor until 2000 of 2005 and Nightingale & Associates, Trustee since L.L.C., a general management 1992 consulting firm focusing on interim management, divestitures, turnaround of troubled companies, corporate restructuring and financial advisory services. Vernon R. Alden Trustee since Retired; former director or 1 Sonesta International Hotels Boston, MA 1992 trustee of various Fortune 500 Corporation and College (04/07/23) companies, including Partnership Inc. Colgate-Palmolive and McGraw Hill; formerly President of Ohio University and Associate Dean of the Harvard University Graduate School of Business Administration; member of several Japan-related advisory councils, including Chairman of the Japan Society of Boston; trustee of various cultural, educational and civic organizations. Timothy J. Leach Trustee since Executive Vice President & Chief 2 None Orinda, CA 2005 Investment Officer, U.S. Trust (08/28/55) Company, New York, NY, 2004-present; Executive Vice President & Chief Investment Officer, Private Asset Management Group, Wells Fargo Bank, San Francisco, CA, 1999-2003; President and Chief Investment Officer, ABN Amro Asset Management (USA), 1998-1999; President & Chief Investment Officer, Qualivest Capital Management Inc. and Senior Vice President & Chief Investment Officer, Trust & Investment Group, US Bancorp, Portland, OR, 1994-1998; Trustee of Tax-Free Trust of Oregon, 2001-2002. James R. Ramsey Trustee since President, University of 2 Community Bank and Trust, Louisville, KY 2004 Louisville since November 2002; Pikeville, KY and Texas (11/14/48) Professor of Economics, Roadhouse Inc. University of Louisville, 1999-present; Kentucky Governor's Senior Policy Advisor and State Budget Director, 1999-2002; 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. J. William Weeks Trustee since Retired; limited partner and 2 None Palm Beach, FL 1995 investor in various real estate (06/22/27) partnerships since 1988; formerly Senior Vice President or Vice President of the Aquila Bond Funds; and Vice President of the Distributor. Officers Diana P. Herrmann President since Vice Chair and Chief Executive N/A N/A New York, NY 1998 and Vice Officer of Aquila Management (02/25/58) Chair of the Corporation, Founder of the Board since 2003 Aquilasm Group of Funds and parent of Aquila Investment Management LLC, Manager since 2004, President and Chief Operating Officer since 1997, a Director since 1984, Secretary since 1986 and previously its Executive Vice President, Senior Vice President or Vice President, 1986-1997; Chief Executive Officer and Vice Chair since 2004 and President, Chief Operating Officer and Manager of the Manager since 2003; Vice Chair, President, Executive Vice President or Senior Vice President of funds in 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; Governor, Investment Company Institute (2004) and head of its Small Funds Committee since 2004; active in charitable and volunteer organizations. Charles E. Executive Vice Executive Vice President of all N/A N/A Childs, III President since funds in the Aquilasm Group of New York, NY 2003 Funds and the Manager and the (04/01/57) Manager's parent since 2003; formerly Senior Vice President, corporate development, Vice President, Assistant Vice President and Associate of the Manager's parent since 1987; Senior Vice President, Vice President or Assistant Vice President of the Aquila Money-Market Funds, 1988-2003. Stephen J. Caridi Senior Vice Vice President of the N/A N/A New York, NY (05/06/61) President since Distributor since 1995; Vice 1998 President, Hawaiian Tax-Free Trust since 1998; Senior Vice President, Narragansett Insured Tax-Free Income Fund since 1998, Vice President 1996-1997; Senior Vice President, Tax-Free Fund of Colorado since 2004; Assistant Vice President, Tax-Free Fund For Utah since 1993. Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A New York, NY Compliance Fund, the Manager and the (08/23/40) Officer since Distributor since 2004, 2004 and Compliance Officer of the Assistant Manager or its predecessor and Secretary current parent since 1998 and since 2000 Assistant Secretary of the Aquilasm Group of Funds since 2000; Consultant, The Wadsworth Group, 1995-1998. Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A New York, NY Financial Aquilasm Group of Funds since (11/06/56) Officer since 2003 and Treasurer since 2000; 2003 and Controller, Van Eck Global Treasurer Funds, 1993-2000. since 2000 Edward M. W. Hines Secretary since Partner, Hollyer Brady Barrett & N/A N/A New York, NY 1992 Hines LLP, legal counsel to the (12/16/39) Fund, since 1989; Secretary of the Aquilasm Group of Funds. John M. Herndon Assistant Assistant Secretary of the N/A N/A New York, NY (12/17/39) Secretary since Aquilasm Group of Funds since 1995 1995 and Vice President of the three Aquila Money-Market Funds since 1990; Vice President of the Manager or its predecessor and current parent since 1990. Lori A. Vindigni Assistant Assistant Treasurer of the N/A N/A New York, NY Treasurer since Aquilasm Group of Funds since (11/02/66) 2000 2000; Assistant Vice President of the Manager or its predecessor and current parent since 1998; Fund Accountant for the Aquilasm Group of Funds, 1995-1998.
(1) The mailing address of each Trustee and officer is c/o Narragansett Insured Tax-Free Income Fund, 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) Includes certain Aquila-sponsored funds that are dormant and have no public shareholders. (4) Mr. Herrmann is an interested person of the Fund as that term is defined in the 1940 Act as an officer of the Fund and a director, officer and shareholder of the Manager and as a shareholder and director of the Distributor. Mr. Duffy is an interested person as a director of the Sub-Adviser. Mr. Partridge is an interested person of the Fund as a partner of the law firm that performs legal services for the Sub-Adviser. (5) In this material Pacific Capital Cash Assets 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"; 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"; Aquila Rocky Mountain Equity Fund is an equity fund; considered together, these 11 funds, which do not include the dormant funds described in footnote 3, are called the "Aquilasm Group of Funds." Securities Holdings of the Trustees (as of 12-31-03)
Dollar Range of Ownership in Narragansett Aggregate Dollar Range of Insured Tax-Free Ownership in Aquilasm Investment Income Fund(1) Companies Overseen by Trustee (1) -------------- ----------------------------- Interested Trustees Lacy B. Herrmann B E David A. Duffy C C John J. Partridge C C Non-interested Trustees Vernon R. Alden B B Timothy J. Leach(2) A A William J. Nightingale B C James R. Ramsey(3) A C J. William Weeks B C
(1) A. None B. $1-$10,000 C. $10,001-$50,000 D. $50,001-$100,000 E. over $100,000 (2) As of the date of this Supplement, B and B. (3) As of the date of this Supplement, C and D. None of the non-interested Trustees or their immediate family members holds of record or beneficially any securities of the Manager or the Distributor. Trustee Compensation The Fund does not currently pay fees to any of the Fund's officers or to Trustees affiliated with the Manager or the Sub-Adviser. For its fiscal year ended June 30, 2004 the Fund paid a total of $99,959 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 11 funds in the Aquilasm Group of Funds, which consist of tax-free municipal bond funds, money-market funds and an equity fund. The following table lists the compensation of all non-interested Trustees who received compensation from the Fund and the compensation they received during the Fund's fiscal year from other funds in the Aquilasm Group of Funds. None of such Trustees has any pension or retirement benefits from the Fund or any of the other funds in the Aquila group. Compensation Number of from all boards on Compensation funds in the which the from the Aquilasm Group Trustee Name Fund of Funds serves Vernon R. Alden $8,200 $ 8,200 1 David A. Duffy $7,600 $ 7,600 1 William J. Nightingale $8,975 $ 17,950 2 John J. Partridge $7,600 $ 7,600 5 James R. Ramsey $ 0 $ 4,950 2 J. William Weeks $9,450 $20,925 2 Class A Shares may be purchased without a sales charge by the Fund's Trustees and officers. (See "Reduced Sales Charges for Certain Purchases of Class A Shares," below). The following is added to the material under the caption "Reduced Sales Charges for Certain Purchases of Class A Shares", "General": o For the 90-day period beginning August 19, 2005 and ending November 16, 2005, customers of Edward D. Jones & Co., L.P. who are eligible for the Edward Jones Free Switch Program. The date of this supplement is August 25, 2005 NARRAGANSETT INSURED TAX-FREE INCOME FUND Supplement to the Prospectuses Dated October 24, 2004 as Previously Supplemented June 17, 2005 The material under the heading "Board of Trustees" on the inside back cover is replaced by the following: William J. Nightingale, Chair Lacy B. Herrmann Vernon R. Alden David A Duffy Timothy J. Leach John J. Partridge James R. Ramsey J. William Weeks The date of this supplement is August 25, 2005 -----END PRIVACY-ENHANCED MESSAGE-----