File Nos. 2-92584 & 811-4083
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[ X ]
Pre-Effective Amendment No. _______ [ ]
Post-Effective Amendment No. 15 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ X ]
Amendment No. 19 [ X ]
AQUILA CASCADIA EQUITY FUND
originally named
Short Term Asset Reserves
(Exact Name of Registrant as Specified in Charter)
380 Madison Avenue, Suite 2300
New York, New York 10017
(Address of Principal Executive Offices)
(212) 697-6666
(Registrant's Telephone Number)
EDWARD M.W. HINES
Hollyer Brady Smith Troxell
Barrett Rockett Hines & Mone LLP
551 Fifth Avenue, 27th Floor
New York, New York 10176
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box):
___
[___] immediately upon filing pursuant to paragraph (b)
[_X_] on July 30, 1999 pursuant to paragraph (b)
[___] 60 days after filing pursuant to paragraph (a)(i)
[___] on (date) pursuant to paragraph (a)(i)
[___] 75 days after filing pursuant to paragraph (a)(ii)
[___] on (date) pursuant to paragraph (a)(ii) of Rule 485.
[___] This post-effective amendment designates a new
effective date for a previous post-effective amendment.
<PAGE>
AQUILA
CASCADIA
Equity Fund
A Regional Capital Appreciation Fund
380 Madison Avenue, Suite 2300
New York, NY 10017
1-888-3-CASCADIA (888-322-7223) 212-697-6666
Prospectus
Class A Shares
Class C Shares July 30, 1999
Aquila Cascadia Equity Fund (the "Fund") is a mutual fund
whose objective is capital appreciation.It seeks to achieve its
objective through investment in securities (primarily common
stock or other equity securities) of companies having a
significant business presence in the region of our country,
termed in this Prospectus the "Investment Region," consisting of
Oregon, Washington, Idaho, Utah, Nevada, Alaska and Hawaii.
For Purchase, Redemption or Account inquiries contact the Fund's
Shareholder Servicing Agent:
PFPC Inc.* 400 Bellevue Parkway * Wilmington, DE 19809
Call 888-322-7224 toll free
For General Inquiries & Yield Information
Call 888-322-7223 toll free or 212-697-6666
The Securities and Exchange Commission has not approved or
disapproved the Fund's securities or passed upon the adequacy of
this Prospectus. Any representation to the contrary is a criminal
offense.
<PAGE>
THE FUND'S OBJECTIVE, INVESTMENT STRATEGIES AND MAIN RISKS
"What is the Fund's objective?"
The Fund's investment objective, which is a fundamental policy of
the Fund, is to purchase and hold securities for capital
appreciation.
"What is the Fund's investment strategy?"
We call the general area consisting of Oregon, Washington,
Idaho, Utah, Nevada, Alaska and Hawaii the "Investment Region."
The Fund seeks to achieve its objective by investing primarily in
equity securities of companies ("Investment Region Companies")
having a significant business presence in the Investment Region.
These are companies (i) whose principal executive offices are
located in the Investment Region, (ii) which have more than 50%
of their assets located in the Investment Region or (iii) which
derive more than 50% of their revenues or profits from the
Investment Region. It is anticipated that under normal
circumstances, the Fund will invest at least 65%, and possibly
up to 100%, of its total assets in securities issued by such
companies. In addition to common stocks, equity securities can
include preferred stock and convertible fixed-income securities.
In general, the Sub-Adviser follows a "value" approach to
investing.
"What are the main risks of investing in the Fund?"
Among the risks of investing in shares of the Fund and its
portfolio of securities are the following:
Loss of money is a risk of investing in the Fund.
There are two types of risk generally associated with owning
equity securities: market risk and financial risk. Market risk is
the risk associated with the movement of the stock market in
general. Financial risk is associated with the financial
conditions and profitability of the underlying company. Smaller
companies may experience different growth rates and higher
failure rates than those of larger companies having longer
operating histories. Moreover, the stock price movements of
smaller companies may experience more volatility than those of
larger and more mature companies.
Convertible fixed-income investments are subject to
interest rate and credit risks.
The Fund invests primarily in companies with small and
mid-sized market capitalization. These companies are
comparatively less well known and may have less trading in their
shares.
Because the Fund will invest most, and may invest all, of
its assets in Investment Region Companies, it may have less
diversification and may experience greater volatility than funds
without this investment policy.
The Fund's assets are subject to economic and other
conditions affecting the various states which comprise the
Investment Region. An economic down-turn in one or more of those
states could adversely affect the Fund's performance.
Investment in the Fund is not a deposit in any bank and is
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
<PAGE>
AQUILA CASCADIA EQUITY FUND
RISK/RETURN BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide an indication of the
risks of investing in Aquila Cascadia Equity Fund by showing
changes in the performance of the Fund's Class A Shares from year
to year and by showing how the Fund's average annual returns for
one year and since inception compare to a broad measure of market
performance. How the Fund has performed in the past is not
necessarily an indication of how the Fund will perform in the
future.
<TABLE>
<CAPTION>
Bar Chart]
Annual Total Returns
1997-1998
<S> <C> <C>
25%
21.77
20% XXXX
XXXX
15% XXXX
XXXX
10% XXXX
XXXX 5.66
5% XXXX XXXX
XXXX XXXX
0% XXXX XXXX
1997 1998
Calendar Years
</TABLE>
During the period shown in the bar chart, the highest return for
a quarter was 19.50% (quarter ended December 31, 1998) and the
lowest return for a quarter was -13.56% (quarter ended September
30, 1998).
The year-to-date (from January 1, 1999 to June 30, 1999) total
return was 11.02% for Class A Shares and 10.62% for Class C
Shares.
Note: The Fund's Class A Shares are sold subject to a maximum
4.25% sales load which is not reflected in the bar chart. If the
sales load were reflected, returns would be less than those shown
above.
<TABLE>
<CAPTION>
Average Annual Total Return
Since
For the Calendar year Ended 1-Year Inception *
December 31, 1998
<S> <C> <C>
Aquila Cascadia Equity Fund
Class A Shares (1) 1.16% 12.98%
Aquila Cascadia Equity Fund
Class C Shares 3.80% 14.42%
Bloomberg Northwest Index**
10.63% 18.19%
<FN>
(1) The Fund's Class A Shares are sold subject to a maximum 4.25%
sales load.
</FN>
<FN>
(2) The Fund's Class C Shares are sold subject to a 1% contingent
deferred sales charge if a redemption is made within the first 12
months of purchase.
</FN>
<FN>
*From commencement of operations on September 9, 1996.
</FN>
<FN>
**The Bloomberg Northwest Index is an unmanaged index of 85
equity securities of companies based in Alaska, Idaho, Oregon and
Washington.
</FN>
</TABLE>
<PAGE>
AQUILA CASCADIA EQUITY FUND
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
<TABLE>
<CAPTION>
Class A Class C
Shares Shares
<S> <C> <C>
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases.....
(as a percentage of offering price) 4.25% None
Maximum Deferred Sales Charge (Load).....None(1) 1.00%(2)
(as a percentage of the lesser of
redemption value or purchase price)
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends or
Distributions
(as a percentage of offering price).....None None
Redemption Fees..........................None None
Exchange Fees............................None None
Annual Fund Operating Expenses (expenses that are
deducted from the Fund's assets)
Management Fees (3).......................1.50% 1.50%
Distribution and/or Service (12b-1) Fee...0.25% 0.75%
All Other Expenses:
Service Fee........................None 0.25%
Other Expenses (3).................0.73% 0.72%
Total All Other Expenses (3)..............0.73% 0.97%
Total Annual Fund
Operating Expenses (3)....................2.48% 3.22%
<FN>
(1) If you buy Class A Shares in transactions of $1 million or
more there is no sales charge but you will be subject to a
contingent deferred sales charge of up to 1% if you redeem your
shares during the first two years after purchase and 0.50 of 1%
during the third and fourth years after purchase.
</FN>
<FN>
(2) A contingent deferred sales charge of 1% is imposed on the
redemption proceeds of the shares (or on the original price,
whichever is lower) if redeemed during the first 12 months after
purchase.
</FN>
<FN>
(3) The Adviser and Administrator and the Sub-Adviser have
undertaken to waive some or all of their management fees (as
required) in order to achieve the objective that (on an
annualized basis for the fiscal year) the Fund's Total Operating
Expenses will approximate 1.50% of the aggregate net assets of
all classes of shares, provided that if the waiver of all such
fees has been insufficient to achieve that objective, then
expenses will exceed that percent. It is anticipated that as the
asset size of the Fund increases, waivers would be progressively
reduced. These waivers can be discontinued. The expense ratios
for the fiscal year ended March 31, 1999 after giving effect to
the waivers and the 0.12% expense offset for uninvested cash
balances were incurred at the following annual rates: for Class A
shares, management fees, 0.94%; 12b-1 fee, 0.25%; and other
expenses, 0.61%, resulting in Total Fund Operating Expenses of
1.80%; for Class C shares, management fees, 0.94%; 12b-1 fee,
0.75%; service fee 0.25%; and other expenses, 0.60%, resulting in
Total Fund Operating Expenses of 2.54%. </FN>
</TABLE>
Example
This Example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your
investment has a 5% return each year, you reinvest all dividends
and distributions, and that the Fund's operating expenses remain
the same. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class A Shares............$665 $1,165 $1,689 $3,121
Class C Shares............$425 $ 992 $1,683 $3,198(4)
You would pay the following expenses if you did not redeem your Class C
shares:
Class C Shares............$325 $ 992 $1,683 $3,198(4)
<FN>
(4) Six years after the date of purchase, Class C Shares are
automatically converted to Class A Shares. Over time long-term
Class C Shareholders could pay the economic equivalent of an
amount that is more than the maximum front-end sales charge
allowed under applicable regulations, because of the 12b-1 fee
and Service fee. Because these fees are paid out of the Fund's
assets on an on-going basis, over time these fees will increase
the cost of your investment and may cost you more than paying
other types of sales charges.
</FN>
</TABLE>
<PAGE>
INVESTMENT OF THE FUND'S ASSETS
"Is the Fund right for me?"
The Fund's shares are designed to be a suitable investment
for investors who seek capital appreciation, primarily through
the common stocks or other equity securities of companies having
a significant business presence in the Investment Region of the
country.
"What is the Investment Region?"
The general region of our country consisting of Oregon,
Washington, Idaho, Utah, Nevada, Alaska and Hawaii.
What are Investment Region Companies?"
Companies of any size and in any industry with a significant
business presence in the Investment Region are called Investment
Region Companies. These are companies (i) whose principal
executive offices are located in the Investment Region, (ii)
which have more than 50% of their assets located in the
Investment Region or (iii) which derive more than 50% of their
revenues or profits from the Investment Region.
What are equity securities?"
The term "equity securities" means (i) common stocks and
(ii) preferred stocks, bonds, debentures and notes convertible
into common stocks. Under normal conditions, it is anticipated
that the Fund will invest at least 65%, and possibly up to 100%,
of its total assets in such securities. The Fund may also, to a
limited extent, make certain other types of investments.
A convertible security is a fixed-income security (a bond or
preferred stock) which may be converted at a stated price within
a specified period of time into a certain quantity of the common
stock or other equity securities of the same or a different
issuer.
How are the Fund's investments chosen?"
The Sub-Adviser will generally employ the investment
philosophy of seeking to invest in established, financially
sound, well-managed Investment Region Companies whose securities
it considers to be selling at a reasonable price relative to
their growth rate and anticipated future values.
In general, the Sub-Adviser follows a "value" approach to
investment selection, that is, emphasis will be placed upon
selection of Investment Region Companies whose securities are
selling at lower prices than comparable investments. Other
securities may be selected whose issuers the Sub-Adviser believes
are experiencing better growth relative to comparable
investments.The Fund does not engage in active trading to achieve
its investment objective.
In unusual market conditions when the Sub-Adviser believes a
defensive posture for the Fund's investments is warranted, the
Fund may temporarily invest a portion or all of its assets in
high quality fixed-income securities such as U.S. government
securities, corporate bonds or high grade short-term money-market
securities, without geographic or percentage limitation. Only
corporate securities rated "A" or better by a nationally
recognized statistical rating organization will be purchased.
Under these circumstances, the Fund may not achieve its
investment objective.
"What are the other risk factors and special considerations
regarding investment in Investment Region Companies?"
Companies with headquarters in the Investment Region or with
a significant business presence in the Region may also have
significant business interests, sales and assets outside of the
Region and may thus be subject to other economic influences.
In addition to considerations specifically affecting the
Investment Region, other risk factors include the following.
There are two types of risk generally associated with owning
equity securities: market risk and financial risk. Market risk is
the risk associated with the movement of the stock market in
general. Financial risk is associated with the financial
conditions and profitability of the underlying company. Smaller
companies may experience different growth rates and higher
failure rates than those of larger companies having longer
operating histories. Moreover, the stock price movements of
smaller companies may experience more volatility than those of
larger and more mature companies.
There are two types of risk generally associated with
owning fixed-income securities: interest risk and credit risk.
Interest risk relates to fluctuations in market value arising
from changes in interest rates. If interest rates rise, the value
of fixed-income securities will normally decline and if interest
rates fall, the value of fixed-income securities will normally
increase. All fixed-income securities, including U.S. government
securities, which are generally considered to be the most
creditworthy of all fixed-income obligations, are subject to
interest risk. Securities with longer maturities generally have a
more pronounced reaction to interest rate changes than
shorter-term securities. Other economic factors may also affect
the value of fixed-income securities. Credit risk relates to the
ability of the issuer to make periodic interest payments as
scheduled and ultimately repay principal at maturity.
Although the Fund may invest in large capitalization
companies, it is anticipated that the companies represented in
the Fund's portfolio will be primarily those having market
capitalization of middle to smaller size which the Sub-Adviser
believes offer the potential of capital appreciation due to their
overall characteristics. These companies are likely to be less
well known because they are smaller in size, have smaller
capitalizations, and have fewer shares traded. The prices of
securities of such companies may be more volatile than the prices
of securities of issuers which are more mature and have larger
capitalizations and whose securities are more actively traded.
Since the practice of many growth-oriented companies in which
the Fund will invest is to reinvest most or all of their earnings
in the development of their business, the Fund does not expect to
receive dividends enabling it to provide investors with any
significant amount of current income. In addition, during at
least the early fiscal years of the Fund, it is anticipated that
all of such income will be applied to payment of Fund operating
expenses so that none will be available for distribution to
shareholders.
Year 2000. Like other financial and business organizations,
the Fund could be adversely affected if computer systems the Fund
relies on do not properly process date-related information and
data involving the year 2000 and after. The Adviser is taking
steps that it believes are reasonable to address this problem in
its own computer systems and to obtain assurances that steps are
being taken by the other major service providers to the Fund to
achieve comparable results. Certain vendors have advised the
Adviser that they are currently compliant. The Fund's mission
critical vendors -- the shareholder servicing agent, the
custodian and the fund accounting agent -- as well as other
support organizations have advised the Adviser that they are
actively working on necessary changes. These three vendors have
advised the Adviser that they expect to be ready and will
additionally be prepared to implement contingency plans if
necessary. All such expenses are being borne, and are expected to
continue to be borne, by the respective service providers. The
Fund has not incurred, nor is it anticipated to incur any costs
related to these matters. The Adviser has also requested the
Fund's portfolio manager to attempt to evaluate the potential
impact of this problem on the issuers of securities in which the
Fund invests. At this time there can be no assurance that these
steps will be sufficient to avoid any adverse impact on the Fund.
FUND MANAGEMENT
"How is the Fund managed?"
Aquila Management Corporation, 380 Madison Avenue, Suite
2300, New York, NY 10017, founder of the Fund, serves as Adviser
and Administrator (the "Adviser") for the Fund under an Advisory
and Administration Agreement (the "Advisory and Administration
Agreement"). The Adviser is the founder and serves as manager or
administrator for three other funds oriented to the Investment
Region: Tax-Free Trust of Oregon with assets of $343 million,
Hawaiian Tax-Free Trust with assets of $653 million and Tax-Free
Fund For Utah with assets of $50 million, all as of May 1, 1999.
Ferguson, Wellman, Rudd, Purdy & Van Winkle, Inc., 888 S.W.
Fifth Avenue, Portland, or (the "Sub-Adviser"), supervises the
investment program of the Fund and the composition of its
portfolio.
During the Fund's fiscal year ended March 31, 1999, the Fund
accrued management fees (advisory and sub-advisory fees) at the
annual rates of 1.50 of 1%, respectively, of its average annual
net assets. All of these fees were waived.
Information about the Adviser and the Sub-Adviser
The Adviser is founder and Manager and/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, 1999, these funds had aggregate assets of
approximately $3.2 billion. The Adviser, which was founded in
1984, is controlled by Mr. Lacy B. Herrmann, directly, through a
trust and through share ownership by his wife.
The Sub-Adviser, Ferguson, Wellman, Rudd, Purdy & Van
Winkle, Inc., is the Fund's local investment adviser. It provides
professional investment advisory services to a broad base of
clients and currently manages over $1.8 billion in clients'
assets, of which approximately $906 million consists of equity
investments. Ferguson, Wellman is a full service investment
advisory firm serving institutional and individual investors with
investments in publicly traded stocks, bonds and cash
securities.
Founded in 1975, Ferguson, Wellman operates as a private
corporation from its offices in Portland, Oregon. The Sub-Adviser
is employee-owned, with over one-half of the company's employees
owning stock. The Sub-Adviser manages a conservative mix of
publicly traded stocks, government and corporate bonds as well as
other fixed-income investments and cash management securities for
a diversified group of investors, including corporate, union,
public and individual retirement funds, taxable corporate and
individual investors, family trusts, endowments, foundations and
special investment accounts. The Sub-Adviser has enjoyed
consistent, controlled growth of assets managed since beginning
operations in 1975.
Ferguson, Wellman implements a team-oriented equity
investment process utilizing the collective experience and
knowledge of each of six equity portfolio managers/analysts. The
equity team divides research responsibility by sector and each
manager/analyst prepares both industry research and
recommendations on individual issues. Two Principals and
Portfolio Managers, George W. Hosfield, CFA and Dean M Dordevic,
share final responsibility for implementation of the investment
process for the Fund. Mr. Hosfield joined Ferguson, Wellman in
1991. He holds a B.S. in management and MBA in finance from the
University of Oregon. He is a Chartered Financial Analyst and a
member and past president of the Portland Society of Financial
Analysts. Prior to joining Ferguson, Wellman, Mr. Hosfield served
as Vice President and Portfolio Manager with Qualivest Capital
Management and as an account executive with Smith Barney, Harris
Upham & Co. Mr. Dordevic came to Ferguson, Wellman in 1994 after
serving eleven years as Senior Vice President and Portfolio
Manager with Kidder Peabody Asset Management in New York City.
Mr. Dordevic holds a B.A. in finance from Trinity University in
San Antonio, Texas and is a member of the Portland Society of
Financial Analysts and the New York Society of Securities
Analysts. Mr. Dordevic began his career as a consultant for high
net-worth individuals with E.F. Hutton & Co. in New York.
NET ASSET VALUE PER SHARE
The net asset value of the shares of each of the Fund's
classes of shares is determined as of 4:00 p.m., New York time,
on each day that the New York Stock Exchange is open (a "business
day"), by dividing the value of the Fund's net assets (i.e., the
value of the assets less liabilities) allocable to each class by
the total number of shares of such class then outstanding.
Determination of the value of the Fund's assets is subject to the
direction and control of the Fund's Board of Trustees. Securities
listed on a national securities exchange or designated as
national market system securities are valued at the last prior
sale price or, if there has been no sale that day, at the bid
price. The value of other securities is in general based on
market value, except that short-term investments maturing in 60
days or less are generally valued at amortized cost. The price at
which a purchase or redemption of shares is effected is based on
the next calculated net asset value after your purchase or
redemption order is received in proper form. (See "What price
will I pay for the Fund's shares?") The New York Stock Exchange
annually announces the days on which it will not be open. The
most recent announcement indicates that it will not be open on
the following days: New Year's Day, Martin Luther King Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. However, the
Exchange may close on days not included in that announcement.
PURCHASES
"Are there alternate purchase plans?"
The Fund provides individuals with alternate ways to
purchase shares through two separate classes of shares (Class A
and Class C). Although the classes have different sales charge
structures and ongoing expenses, they both represent interests in
the same portfolio of securities. You should choose the class
that best suits your own circumstances and needs.
"Can I purchase shares of the Fund?"
You can purchase shares of the Fund if you reside in one of
the states listed below. You should not purchase shares of the
Fund if you do not reside in one of the following states.
Otherwise, the Fund can redeem the shares you purchased. This may
cause you to suffer a loss and may have tax consequences.
On the date of this Prospectus, Class A and C Shares are
available only in:
Alaska, Arizona, California, Colorado, District of Columbia,
Hawaii, Idaho, Kentucky, Montana, Nevada, New Jersey, New Mexico,
New York, Oregon, Utah, Washington and Wyoming.
"How much money do I need to invest?"
Option I
* Initially, $1,000.
* Subsequently, any amount (for investments in shares of the
same class).
Option II
* $50 or more if an Automatic Investment Program is
established.
* Subsequently, any amount you specify ($50 or more).
* (See "Automatic Investment Program" in the Application.) You
are not permitted to maintain both an Automatic Investment
Program and an Automatic Withdrawal Plan simultaneously.
(See "Automatic Withdrawal Plan.")
Your investment must be drawn in United States dollars on a
United States commercial bank, savings bank or credit union or
United States branch of a foreign commercial bank (each of which
is a "Financial Institution").
"How do I purchase shares?"
You may purchase the Fund's shares:
* through an investment broker or dealer, or a bank or
financial intermediary which has a sales agreement with the
Distributor, Aquila Distributors, Inc., in which case that
institution will take action on your behalf, and you will
not personally perform the steps indicated below; or
* directly through the Distributor, by mailing payment to the
Fund's Agent, PFPC Inc.
* The price you will pay is net asset value plus a sales
charge for Class A Shares and net asset value for Class C
Shares. ( See "What price will I pay for the Fund's
shares?")
In either instance, all purchases of Class A Shares are subject
to the applicable sales charge.
Opening an Account Adding to An Account
* Make out a check for * Make out a check for
the investment amount the investment amount
payable to payable to
Aquila Cascadia Aquila Cascadia
Equity Fund. Equity Fund.
* Complete the Application * Fill out the pre-printed
included with the Prospectus, stub attached
indicating the features to the Fund's
you wish to authorize. confirmations
or supply the name(s)
of account owner(s),
the account number, and
the name of the Fund.
* Send your check and * Send your check and
completed Application completed Application
to your dealer or to your dealer or
to the Fund's to the Fund's
Agent, PFPC Inc. Agent, PFPC Inc.
Unless you indicate otherwise, your investment will be made
in Class A Shares.
"Can I transfer funds electronically?"
You can have funds transferred electronically, in amounts of
$50 or more, from your Financial Institution if it is a member of
the Automated Clearing House. You may make investments through
two electronic transfer features, "Automatic Investment" and
"Telephone Investment."
* Automatic Investment: You can authorize a pre-determined
amount to be regularly transferred from your account.
* Telephone Investment: You can make single investments of up
to $50,000 by telephone instructions to the Agent.
Before you can transfer funds electronically, the Fund's
Agent must have your completed Application authorizing these
features. If you initially decide not to choose these
conveniences and then later wish to do so, you must complete a
Ready Access Features Form which is available from the
Distributor or Agent, or if your account is set up so that your
broker or dealer makes these sorts of changes, request your
broker or dealer to make them. The Fund may modify or terminate
these investment methods or charge a service fee, upon 30 days'
written notice to shareholders.
REDEEMING YOUR INVESTMENT
You may redeem some or all of your shares by a request to
the Agent. Shares will be redeemed at the next net asset value
determined after your request has been received in proper form.
There is no minimum period for investment in the Fund,
except for shares recently purchased by check or by Automatic or
Telephone Investment as discussed below.
If you own both Class A and C Shares and do not specify
which class you wish to redeem, we will redeem your Class A
Shares.
Certain shares are subject to a contingent deferred sales charge,
or CDSC. These are:
- Class C Shares held for less than 12 months (from the
date of purchase). (See "Alternate Purchase Plans.")
- CDSC Class A Shares. (See "Sales Charges for Purchases
of $1 Million or More.")
Upon redemption, enough additional shares will be redeemed
to pay for any applicable CDSC.
A redemption may result in a tax liability for you.
"How can I redeem my investment?"
By mail, send instructions to:
PFPC Inc.
Attn: Aquilasm Group of Funds
400 Bellevue Parkway
Wilmington, Delaware 19809
By telephone, call:
888-322-7224
By FAX, send
instructions to:
302-791-3055
For liquidity and convenience, the Fund offers expedited
redemption.
Expedited Redemption Methods
(Non-Certificate Shares Only)
You may request expedited redemption for any shares not
issued in certificate form in two ways:
1. By Telephone. The Agent will take instructions from
anyone by telephone to redeem shares and make payments:
a) to a Financial Institution account you have previously
specified or
b) by check in the amount of $50,000 or less, mailed to the
same name and address (which has been unchanged for the past
30 days) as the account from which you are redeeming. You
may only redeem by check via telephone request once in any
7-day period.
Telephoning the Agent
Whenever you telephone the Agent, please be prepared to
supply:
account name(s) and number
name of the caller
the social security number registered to the account
personal identification.
Note: Check the accuracy of your confirmation statements
immediately. The Fund, the Agent, and the Distributor are
not responsible for losses resulting from unauthorized
telephone transactions if the Agent follows reasonable
procedures designed to verify a caller's identity. The
Agent may record calls.
2. By FAX or Mail. You may request redemption payments to a
predesignated Financial Institution account by a letter of
instruction sent to the Agent: PFPC Inc., by FAX at 302-791-3055
or by mail to 400 Bellevue Parkway, Wilmington, DE 19809. The
letter, signed by the registered shareholder(s) (no signature
guarantee is required), must indicate:
account name(s)
account number
amount to be redeemed
any payment directions.
To have redemption proceeds sent directly to a Financial
Institution account, you must complete the Expedited
Redemption section of the Application or a Ready Access
Features Form. You will be required to provide (1) details
about your Financial Institution account, (2) signature
guarantees and (3) possible additional documentation.
The name(s) of the shareholder(s) on the Financial
Institution account must be identical to those on the Fund's
records of your account.
You may change your designated Financial Institution account
at any time by completing and returning a revised Ready
Access Features Form.
Regular Redemption Method
(Certificate and Non-Certificate Shares)
Certificate Shares. Mail to the Fund's Agent: (1) blank
(unsigned) certificates for Class A Shares to be redeemed, (2)
redemption instructions and (3) a stock assignment form.
To be in "proper form," your letter must be signed by the
registered shareholder(s) exactly as the account is
registered. For a joint account, both shareholder signatures
are necessary.
For your protection, mail certificates separately from
signed redemption instructions. We recommend that
certificates be sent by registered mail, return receipt
requested.
We may require additional documentation for certain types of
shareholders such as corporations, partnerships, trustees or
executors, or if redemption is requested by someone other
than the shareholder of record. The Agent may require
signature guarantees if insufficient documentation is on
file.
We do not require a signature guarantee for redemptions up
to $50,000, payable to the record holder, and sent to the
address of record, except as noted above. In all other
cases, signatures must be guaranteed.
Your signature may be guaranteed by any:
member of a national securities exchange
U.S. bank or trust company
state-chartered savings bank
federally chartered savings and loan association
foreign bank having a U.S. correspondent bank; or
participant in the Securities Transfer Association Medallion
Program ("STAMP"), Stock Exchanges Medallion Program
("SEMP"), or New York Stock Exchange, Inc. Medallion
Signature Program ("MSP").
A notary public is not an acceptable signature guarantor.
Non-Certificate Shares. You must use the Regular Redemption
Method if you have not chosen Expedited Redemption to a
predesignated Financial Institution account. To redeem by this
method, send a letter of instruction to the Fund's Agent, which
includes:
account name(s)
account number
dollar amount or number of shares to be redeemed or a
statement that all shares held in the account are to be
redeemed
payment instructions (we normally mail redemption proceeds
to your address as registered with the Fund)
signature(s) of the registered shareholder(s) and
signature guarantee(s), if required, as indicated above.
"When will I receive the proceeds of my redemption?"
Redemption proceeds are normally sent on the next business
day following receipt of your redemption request in proper form .
Except as described below, payments will normally be sent to your
address of record within 7 days.
Redemption Method of Payment Charges
Under $1,000 Check None
$1,000 or more Check or, if and None
as you requested on your
Application or Ready
Access Features Form,
wired or transferred
through the Automated
Clearing House to your
Financial Institution
account
Through a broker
/dealer Check or wire, to your None;
broker/dealer however, your
broker/dealer may
charge a fee
Although the Fund does not currently intend to, it can
charge up to $5.00 per wire redemption, after written notice to
shareholders who have elected this redemption procedure. Upon 30
days' written notice to shareholders the Fund may modify or
terminate the use of the Automated Clearing House to make
redemption payments at any time or charge a service fee, although
no such fee is presently contemplated. If any such changes are
made, the Prospectus will be supplemented to reflect them.
The Fund may delay payment for redemption of shares
recently purchased by check (including certified, cashier's or
official bank check) or by Automatic Investment or Telephone
Investment up to 15 days after purchase; however, redemption will
not be delayed after (i) the check or transfer of funds has been
honored, or (ii) the Agent receives satisfactory assurance that
your Financial Institution will honor the check or transfer of
funds. You can eliminate possible delays by paying for purchased
shares with wired funds or Federal Reserve drafts.
The Fund has the right to postpone payment or suspend
redemption rights during certain periods. These periods may
occur (i) when the New York Stock Exchange is closed for other
than weekends and holidays, (ii) when the Securities and Exchange
Commission (the "SEC") restricts trading on the New York Stock
Exchange, (iii) when the SEC determines an emergency exists which
causes disposal of, or determination of the value of, the
portfolio securities to be unreasonable or impracticable, and
(iv) during such other periods as the SEC may permit.
The Fund can redeem your shares if their value totals less
than $500 as a result of redemptions or failure to meet and
maintain the minimum investment level under an Automatic
Investment program. Before such a redemption is made, we will
send you a notice giving you 60 days to make additional
investments to bring your account up to the minimum.
Redemption proceeds may be paid in whole or in part by
distribution of the Fund's portfolio securities ("redemptions in
kind") in conformity with SEC rules. This method would only be
used if Trustees determine that partial or whole cash payments
would be detrimental to the best interests of the remaining
shareholders.
"Are there any reinvestment privileges?"
If you reinvest proceeds of redemption within 120 days of a
redemption you will not have to pay any additional sales charge
on the reinvestment. You must reinvest in the same class as the
shares redeemed. You may exercise this privilege only once a
year, unless otherwise approved by the Distributor.
"Is there an Automatic Withdrawal Plan?"
Yes, but it is only available for Class A Shares. Under an
Automatic Withdrawal Plan you can arrange to receive a monthly or
quarterly check in a stated amount, not less than $50.
ALTERNATE PURCHASE PLANS
"How do the different arrangements for Class A Shares and Class C
Shares affect the cost of buying, holding and redeeming shares,
and what else should I know about the two classes?"
In this Prospectus the Fund provides you with two
alternative ways to invest in the Fund through two separate
classes of shares. All classes represent interests in the same
portfolio of securities. The classes of shares offered to
individuals differ in their sales charge structures and ongoing
expenses, as described below. You should choose the class that
best suits your own circumstances and needs.
Class A Shares Class C Shares
"Front-Payment Shares" "Level-Payment Shares"
Initial Sales Class A Shares are None. Class C
Charge offered at net asset Shares are offered
value plus a maximum at net asset value
sales charge of 4.25%, with no sales charge
paid at the time of payable at the time
purchase. Thus, of purchase.
your investment is
reduced by the
applicable sales
charge.
Contingent None (except for A maximum CDSC of
Deferred Sales certain purchases of 1% is imposed upon
Charge ("CDSC") $1 Million or more) the redemption of
Class C Shares held
for less than 12
months. No CDSC
applies to Class C
shares acquired
through the
reinvestment of
dividends or
distributions.
Distribution and An asset retention Level charge for
Service Fees service fee(12b-1 distribution and
fee) of 0.25 service fees for 6
of 1% is imposed on years after the date
the average annual of purchase at the
net assets aggregate annual
represented by the rate of 1% of the
Class A Shares. average net assets
represented by the
Class C Shares.
Other Information The initial sales Class C Shares,
charge is waived or together with a pro-
reduced in some rata portion of all
cases. Larger Class C Shares
purchases qualify acquired through
for lower sales reinvestment of
charges. dividends or other
distributions paid
in additional Class
C Shares,
automatically
convert to Class A
Shares after 6
years.
Factors to Consider in Choosing Classes of Shares
Class A Shares or Class C shares are intended to be suitable
for long-term investment. Over time, the cumulative total cost of
the 1% annual service and distribution fees on the Class C Shares
will equal or exceed the total cost of the initial 4.25% maximum
initial sales charge and 0.25 of 1% annual fee payable for Class
A Shares. Consult "Fees and Expenses of the Fund" to see the
effect of Fund expenses for both classes if a hypothetical
investment is held for 1, 3, 5, and 10 years. You should consider
the total cost of an investment in Class A Shares as compared
with a similar investment in Class C Shares if you expect to
redeem your shares within a reasonably short time after
purchase.
Systematic Payroll Investments
You can make systematic investments into either Class A or C
Shares each pay period if your employer has established a
Systematic Payroll Investment Plan with the Fund. To participate
in the Payroll Plan, you must make your own arrangements with
your employer's payroll department, which may include completing
special forms. Additionally, the Fund requires that you complete
the Application included with this Prospectus. Once your
Application is received by the Fund and a new account is opened,
under the Payroll Plan your employer will deduct a preauthorized
amount from each payroll check. This amount will then be sent
directly to the Fund for purchase of shares at the then current
offering price, which includes applicable sales charge. You will
receive a confirmation from the Fund for each transaction. Should
you wish to change the dollar amount or end future systematic
payroll investments, you must notify your employer directly.
Changes may take up to ten days.
"What price will I pay for the Fund's shares?"
Class A Shares Offering Price Class C Shares Offering Price
Net asset value per share Net asset value per share
plus the applicable sales charge
You will receive that day's offering price on purchase
orders, including Telephone Investments and investments by mail,
received in proper form prior to 4:00 p.m. New York time. Dealers
have the added flexibility of transmitting orders received prior
to 4:00 p.m. New York time to the Distributor before its close of
business that day (normally 5:00 p.m. New York time) and still
receiving that day's offering price. Otherwise, orders will be
filled at the next determined offering price. Dealers are
required to submit orders promptly. Purchase orders received on a
non-business day, including those for Automatic Investment, will
be executed on the next succeeding business day. The sale of
shares will be suspended (1) during any period when net asset
value determination is suspended, or, (2) when the Distributor
judges it is in the Fund's best interest to do so.
"What are the sales charges for purchases of Class A Shares?"
The following table shows the amount of sales charge incurred by
a "single purchaser" of Class A Shares. A "single purchaser" is:
* an individual;
* an individual, together with her or her spouse, and/or
any children under 21 years of age purchasing shares
for their account;
* a trustee or other fiduciary purchasing shares for a
single trust estate or fiduciary account; or
* a tax-exempt organization as detailed in Section
501(c)(3) or (13) of the Internal Revenue Code.
II III
Sales Charge as Sales Charge as
Percentage of Approximate
I Public Percentage of
Amount of Purchase Offering Price Amount Invested
Less than $50,000 4.25% 4.44%
$50,000 but less
than $100,000 4.00% 4.17%
$100,000 but less
than $250,000 3.50% 3.63%
$250,000 but less
than $500,000 2.50% 2.56%
$500,000 but less
than $1,000,000 1.50% 1.52%
For purchases of $1 Million or more see "Sales Charges for
Purchases of $1 Million or More."
For example:
If you pay $10,000 (Column I), your sales charge would be 4.25%
or $425 (Column II). ($10,000 x .0425 = $425)
The value of your account, after deducting the sales charge from
your payment, would increase by $9,575. (This would be the
initial value of your account if you opened it with the $10,000
purchase). ($10,000 - $425 = $9,575)
The sales charge as a percentage of the increase in the value of
your account would be 4.44% (Column III).($425 / $9,575 = .044386
or 4.44%)
Sales Charges for Purchases of $1 Million or More
You will not pay a sales charge at the time of purchase when
you purchase "CDSC Class A Shares." CDSC Class A Shares are Class
A Shares issued under the following circumstances:
(i) Class A Shares issued in a single purchase of $1
million or more by a single purchaser; and
(ii) all Class A Shares issued to a single purchaser in
a single purchase when the value of the purchase,
together with the value of the purchaser's other CDSC
Class A Shares and Class A Shares on which a sales
charge has been paid, equals or exceeds $1 million.
If you redeem all or part of your CDSC Class A Shares during
the four years after you purchase them, you must pay a special
contingent deferred sales charge upon redemption.
You will pay 1% of the Redemption Value if you redeem within
the first two years after purchase, and 0.50 of 1% of the
Redemption Value if you redeem within the third or fourth year.
The "Redemption Value" of your shares is the lesser of: (i)
the net asset value when you purchased the CDSC Class A Shares
you are redeeming; or (ii) the net asset value at the time of
your redemption.
Broker/Dealer Compensation - Class A Shares
Upon notice to all selected dealers, the Distributor may
distribute up to the full amount of the applicable sales charge
to broker/dealers. Under the Securities Act of 1933,
broker/dealers may be deemed to be underwriters during periods
when they receive all, or substantially all, of the sales charge.
Reduced Sales Charges for Certain Purchases of Class A Shares
Right of Accumulation
"Single Purchasers" may qualify for a reduced sales charge
in accordance with the above schedule when making subsequent
purchases of Class A Shares.
Letters of Intent
" Single Purchasers" may also qualify for reduced sales
charges, in accordance with the above schedule, after a written
Letter of Intent (included in the Application) is received by the
Distributor.
General
Class A Shares may be purchased without a sales charge by
certain classes of purchasers.
Certain Investment Companies
If you redeem shares of an investment company (not a member
of the Aquilasm Group of Funds) on which you have paid a sales
charge, within 120 days you can invest the proceeds in Class A
shares of the Fund without paying a sales charge. You can get
additional information from the Distributor.
"What are the purchase, service and distribution charges for
Class C Shares?"
* No sales charge at time of purchase.
* Annual fees for service and distribution at a combined
annual rate of 1% of average annual net assets of the Fund
represented by Class C shares.
* After six years, Class C Shares automatically convert to
Class A Shares, which bear lower service and distribution
fees.
Redemption of Class C Shares
* 1% charge if redeemed within the first 12 months after
purchase. This contingent deferred sales charge, or CDSC,
is calculated based on the lesser of the net asset value at
the time of purchase or at the time of redemption.
* No CDSC applies if Class C Shares are held for 12 months
after purchase.
* Shares acquired by reinvestment of dividends or
distributions are not subject to any CDSC.
Broker/Dealer Compensation - Class C Shares
The Distributor will pay any broker/dealer executing a Class
C share purchase 1% of the sales price.
"What about confirmations?"
A statement will be mailed to you confirming each purchase
of shares in the Fund. Additionally, your account at the Agent
will be credited in full and fractional shares (rounded to the
nearest 1/1000th of a share).
General
The Fund and the Distributor may reject any order for the
purchase of shares. In addition, the offering of shares may be
suspended at any time and resumed at any time thereafter.
"Is there a Distribution Plan or a Services Plan?"
The Fund has adopted a Distribution Plan (the "Plan") under
the Investment Company Act of 1940's Rule 12b-1 in order to:
(i) permit the Fund to finance activities primarily
intended to result in the sale of its shares;
(ii) permit the Adviser, out of its own funds, to make
payment for distribution expenses; and
(iii) protect the Fund against any claim that some of the
expenses which it pays or may pay might be considered
to be sales-related and therefore come within the
purview of the Rule.
For any fiscal year, payments under item (i), which are made
through the Distributor or Agent, may not exceed 0.25 of 1% for
Class A Shares and 0.75 of 1% for Class C Shares, of the average
annual net assets represented by each such class. Because these
distributions and fees are paid out of assets on an ongoing
basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales
charges.
Shareholder Services Plan for Class C Shares
The Fund's Shareholder Services Plan authorizes it to pay
a service fee to Qualified Recipients with respect to Class C
Shares. For any fiscal year, such fees, paid through the
Distributor or Agent, may not exceed 0.25 of 1% of the average
annual net assets represented by Class C Shares. Additionally,
payment shall be made only out of the Fund's assets represented
by Class C Shares. "Qualified Recipients" means broker/dealers
or others selected by the Distributor, including any principal
underwriter of the Fund, who have entered into written agreements
with the Fund or the Distributor and who have agreed to provide
personal services to Class C shareholders and/or maintain their
accounts. Service fees with respect to Class C Shares will be
paid to the Distributor during the first year after purchase and
thereafter to other Qualified Recipients. Because these fees are
paid out of the Fund's assets on an on-going basis, over time
these fees will increase the cost of your investment.
"Transfer on Death" Registration (Both Classes of Shares)
The Fund generally permits "transfer on death"
registration of shares ("TOD"), so that on the death of the
shareholder the shares are transferred to a designated
beneficiary or beneficiaries. Ask the Agent or your broker-dealer
for the Transfer on Death Registration Request Form. With it you
will receive a copy of the TOD Rules of the Aquilasm Group of
Funds, which specify how the registration becomes effective and
operates. By opening a TOD Account, you agree to be bound by the
TOD rules.
DIVIDENDS AND DISTRIBUTIONS
"How are dividends and distributions determined?"
The Fund distributes dividends from net investment
income, if any, on an annual basis following the end of its
fiscal year which is March 31st. Because the Fund invests
primarily in equity securities, distributions from the Fund, if
any, will consist mostly of capital gains, which may be long- or
short-term depending upon the length of time the Fund has held
the securities it then sells. If the Fund has had net long-term
capital gains or net short-term capital gains for the year, it
distributes dividends on those items at the same time. Short-term
capital gains include the gains from the disposition of
securities held less than one year, the premiums from expired
call options written by the Fund and net gains from closing
transactions with respect to such options. If required by tax
laws to avoid excise or other taxes, dividends and/or capital
gains distributions may be made more frequently. Dividends and
other distributions paid by the Fund with respect to each class
of its shares are calculated at the same time and in the same
manner. The per share dividends and distributions of Class C
Shares will be lower than the per share dividends on the Class A
Shares as a result of the higher service and distribution fees
applicable to those shares. In addition, the dividends and
distributions of each class can vary because each class will bear
certain class-specific charges.
"How are dividends and distributions paid?"
Dividends and distributions will automatically be reinvested
in full and fractional shares of the Fund of the same class at
net asset value on the record date for the dividend or
distribution, unless you elect otherwise.
You may choose to have all or any part of the payments for
dividends or distributions paid in cash. You can elect to have
the cash portion of your dividends or distributions deposited,
without charge, by electronic funds transfers into your account
at a financial institution, if it is a member of the Automated
Clearing House.
You can make any of these elections on the Application,
by a Ready Access Features Form or by a letter to the Agent. Your
election to receive some or all of your dividends and
distributions in cash will be effective as of the next payment of
dividends after it has been received in proper form by the Agent.
It will continue in effect until the Agent receives written
notification of a change.
All shareholders, whether their dividends and
distributions are received in cash or reinvested, will receive a
monthly statement indicating the current status of their
investment account with the Fund.
If you do not comply with laws requiring you to furnish
taxpayer identification numbers and report dividends, the Fund
may be required to impose backup withholding at a rate of 31%
upon payment of redemptions to shareholders, and from capital
gains distributions (if any).
TAX INFORMATION
Distributions from the Fund's net income and net short-term
capital gains are taxed as ordinary income. If the Fund has net
long-term capital gains which are greater than its net short-term
capital losses, it will distribute the excess and such
distribution will be taxed to you as long-term capital gains,
regardless of how long you have held your shares. Although
distributions will be made in January, you must report the income
or capital gain on your return for the prior calendar year,
assuming you file your returns on a calendar year basis.
Distributions from the Fund, whether ordinary income or
capital gain in nature, will be taxable to you whether you take
them in cash or have them automatically reinvested in shares of
the Fund. Distributions from the Fund are also subject to
applicable state income taxes. Consult your tax adviser.
<PAGE>
<TABLE>
<CAPTION>
AQUILA CASCADIA EQUITY FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
The financial highlights table is intended to help you understand
the Fund's financial performance for the period of the Fund's
operations. Certain information reflects financial results for a
single Fund share. The total returns in the table represent the
rate that an investor would have earned or lost on an investment
in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG LLP,
whose report, along with the Fund's financial statements, is
included in the annual report, is incorporated by reference into
the SAI and is available upon request.
Class A Class C
Year Ended Period Ended Year Ended Period Ended
March 31, March 31, March 31, March 31,
1999 1998 1997(1) 1999 1998 1997(1)
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning
of Period...... $16.89 $12.95 $12.00 $16.76 $12.95 $12.00
Income (loss) from
Investment
Operations:
Net investment
income...........- - - - - -
Net gain on securities
(both realized
and unrealized).. 0.43 3.94 0.95 0.55 3.81 0.95
Total from Investment
Operations....... 0.43 3.94 0.95 0.55 3.81 0.95
Less Distributions:
Dividends from net
investment income...- - - - - -
Distributions from
capital gains.......- - - - - -
Total Distributions. - - - - - -
Net Asset Value,
End of Period.....$16.46 $16.89 $12.95 $16.21 $16.76 $12.95
Total Return
(not reflecting sales
charge) (%)........ 2.55 30.42 7.92+ (3.28) 29.42 7.92+
Ratios/Supplemental Data
Net Assets,
End of Period
($ in thousands). 2,119 2,709 1,615 1,396 968 350
Ratio of Expenses
to Average
Net Assets (%)..... 1.92 1.77 1.34* 2.65 2.53 1.38*
Ratio of Net
Investment Income
to Average
Net Assets (%)..... (0.25) (0.18) (0.16*) (1.00) (0.96) 0.16*
Portfolio Turnover
Rate (%).......... 26.62 29.38 3.53+ 26.62 29.38 3.53+
The expense and net investment income ratios without the effect of the
Adviser's and Administrator's voluntary waiver of fees and the Adviser's
voluntary expense reimbursement in the years ended 1999 and 1998 and for
the period ended March 31, 1997 were:
Ratio of Expenses
to Average Net Assets(%)
2.37 2.76 4.63* 3.09 3.53 5.39*
Ratio of Net Investment
Income(Loss) to
Average Net
Assets(%) (0.70) (1.17) (3.45)* (1.44) (1.96) (4.17)*
The expense ratios after giving effect to the waivers, expense
reimbursement and expense offset for uninvested cash balances were:
Ratio of Expenses to
Average Net Assets(%) 1.80 1.75 1.18* 2.54 2.51 1.22*
<FN>
(1) For the period August 13, 1996 (commencement of operations) through
March 31, 1997.
</FN>
<FN>
+ Not annualized.
</FN>
<FN>
* Annualized.
</FN>
</TABLE>
<PAGE>
Application for Aquila Cascadia Equity Fund
For Class A or Class C Shares only
Please complete steps 1 through 4 and mail to:
PFPC Inc.
400 Bellevue Parkway, Wilmington, DE 19809
Tel.# 1-888-322-7224
STEP 1
A. ACCOUNT REGISTRATION
___Individual Use line 1
___Joint Account* Use lines 1&2
___For a Minor Use line 3
___For Trust, Corporation, Partnership or other Entity Use line 4
* Joint Accounts will be Joint Tenants with rights of survivorship
unless otherwise specified.
** Uniformed Gifts/Transfers to Minors Act.
Please type or print name exactly as account is to be registered
1.________________________________________________________________
First Name Middle Initial Last Name Social Security Number
2.________________________________________________________________
First Name Middle Initial Last Name Social Security Number
3.________________________________________________________________
Custodian's First Name Middle Initial Last Name
Custodian for ____________________________________________________
Minor's First Name Middle Initial Last Name
Under the ___________UGTMA** _____________________________________
Name of State Minor's Social Security Number
4. ____________________________________________________
____________________________________________________
(Name of Corporation or Organization. If a Trust, include the name(s)
of Trustees in which account will be registered and the name and date
of the Trust Instrument. Account for a Pension or Profit Sharing Plan
or Trust may be registered in the name of the Plan or Trust itself.)
___________________________________________________________________
Tax I.D. Number Authorized Individual Title
B. MAILING ADDRESS AND TELEPHONE NUMBER
____________________________________________________
Street or PO Box City
_______________________________(______)______________
State Zip Daytime Phone Number
Occupation:________________________Employer:________________________
Employer's Address:__________________________________________________
Street Address: City State Zip
Citizen or resident of: ___ U.S. ___ Other Check here ___ if you
are a non-U.S. Citizen or resident and not subject to back-up
withholding (See certification in Step 4, Section B, below.)
C. INVESTMENT DEALER OR BROKER
(Important - to be completed by Dealer or Broker)
_______________________ _____________________________
Dealer Name Branch Number
_______________________ _____________________________
Street Address Rep. Number/Name
_______________________ (_______)_____________________
City State Zip Area Code Telephone
STEP 2 PURCHASES OF SHARES
A. INITIAL INVESTMENT
Indicate method of payment (For either method, make check
payment to: Aquila Cascadia Equity Fund)
Indicate class of shares:
__ Class A Shares (Front-Payment Class)
__ Class C Shares (Level-Payment Class)
IF NO SHARE CLASS IS MARKED, INVESTMENT WILL AUTOMATICALLY BE MADE
IN CLASS A SHARES.
__ Initial Investment $_________ (Minimum $1,000)
__ Automatic Investment $________ (Minimum $50)
For Automatic Investments of at least $50 per month, you must
complete Step 3, Section A, Step 4, Sections A & B and ATTACH
A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK.
B. DISTRIBUTIONS
Income dividends and capital gains distributions are automatically
reinvested in additional shares at net asset value unless otherwise
indicated below.
You can have any other portion of either type reinvested, with the balance
paid in cash, by indicating a percent below:
Income dividends are to be:___ % Reinvested __%_Paid in cash*
Capital gains distributions are to be: ___% Reinvested __% Paid in
cash*
* For cash payments, please choose one of the following options:
___ Deposit directly into my/our Financial Institution account.
ATTACHED IS A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK showing
the Financial Institution account where I/we would like you to
deposit the dividend. (A Financial Institution is a commercial
bank, savings bank or credit union.)
___ Mail check to my/our address listed in Step 1B.
STEP 3
SPECIAL FEATURES
A. AUTOMATIC INVESTMENT PROGRAM
(Check appropriate box)
___ Yes ___ No
This option provides you with a convenient way to have amounts
automatically drawn on your Financial Institution account and invested
in your Aquila Cascadia Equity Fund Account. To establish
this program, please complete Step 4, Sections A & B of this Application.
I/We wish to make regular monthly investments of $ _________________
(minimum $50) on the ___ 1st day or ___ 16th day of the month (or
on the first business day after that date).
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK)
B. TELEPHONE INVESTMENT
(Check appropriate box)
___ Yes ___ No
This option provides you with a convenient way to add to your
account (minimum $50 and maximum $50,000) at any time you wish by
simply calling the Agent toll-free at 1-888-322-7224. To establish
this program, please complete Step 4, Sections A & B of this Application.
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK)
C. LETTER OF INTENT
APPLICABLE TO CLASS A SHARES ONLY.
See Terms of Letter of Intent and Escrow at the end of this application
___ Yes ___ No
I/We intend to invest in Class A Shares of the Fund during the
13-month period from the date of my/our first purchase pursuant
to this Letter (which purchase cannot be more than 90 days prior
to the date of this Letter), an aggregate amount (excluding any
reinvestment of dividends or distributions) of at least $50,000
which, together with my/our present holdings of Fund shares (at
public offering price on date of this Letter), will equal or
exceed the minimum amount checked below:
___ $50,000 ___ $100,000 ___ $250,000 ___ $500,000
D. AUTOMATIC WITHDRAWAL PLAN
(Minimum investment $5,000)
APPLICABLE TO CLASS A SHARES ONLY.
Application must be received in good order at least 2 weeks prior
to 1st actual liquidation date.
(Check appropriate box)
___ Yes ___ No
Please establish an Automatic Withdrawal Plan for this account,
subject to the terms of the Automatic Withdrawal Plan Provisions
set forth below. To realize the amount stated below, PFPC Inc.
(the "Agent") is authorized to redeem sufficient shares from this
account at the then current Net Asset Value, in accordance with the
terms below:
Dollar Amount of each withdrawal $ ______________beginning________________
Minimum: $50 Month/Year
Payments to be made: ___ Monthly or ___ Quarterly
Checks should be made payable as indicated below. If check is
payable to a Financial Institution for your account, indicate
Financial Institution name, address and your account number.
_______________________________ ______________________________________
First Name Middle Initial Last Name Financial Institution Name
_______________________________ ______________________________________
Street Financial Institution Street Address
_______________________________ ______________________________________
City State Zip City State Zip
____________________________________
Financial Institution Account Number
E. TELEPHONE EXCHANGE
(Check appropriate box)
___ Yes ___ No
This option allows you to effect exchanges among accounts in your
name within the Aquilasm Group of Funds by telephone.
The Agent is authorized to accept and act upon my/our or any other
persons telephone instructions to execute the exchange of shares of one
Aquila-sponsored fund for shares of another Aquila-sponsored fund with
identical shareholder registration in the manner described in the
Prospectus. Except for gross negligence in acting upon such telephone
instructions to execute an exchange, and subject to the conditions set
forth herein, I/we understand and agree to hold harmless the Agent,
each of the Aquila Funds, and their respective officers, directors,
trustees, employees, agents and affiliates against any liability,
damage, expense, claim or loss, including reasonable costs and
attorneys fees, resulting from acceptance of, or acting or failure to
act upon, this Authorization.
F. EXPEDITED REDEMPTION
(Check appropriate box)
___ Yes ___ No
The proceeds will be deposited to your Financial Institution
account listed.
Cash proceeds in any amount from the redemption of shares will
be mailed or wired, whenever possible, upon request, if in an amount
of $1,000 or more to my/our account at a Financial Institution. The
Financial Institution account must be in the same name(s) as this
Fund account is registered.
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK).
_______________________________ ____________________________________
Account Registration Financial Institution Account Number
_______________________________ ____________________________________
Financial Institution Name Financial Institution Transit/Routing
Number
_______________________________ ____________________________________
Street City State Zip
STEP 4 Section A
DEPOSITORS AUTHORIZATION TO HONOR DEBITS
IF YOU SELECTED AUTOMATIC INVESTMENT OR TELEPHONE INVESTMENT
YOU MUST ALSO COMPLETE STEP 4, SECTIONS A & B.
I/We authorize the Financial Institution listed below to charge to
my/our account any drafts or debits drawn on my/our account initiated
by the Agent, PFPC Inc., and to pay such sums in accordance therewith,
provided my/our account has sufficient funds to cover such drafts or
debits. I/We further agree that your treatment of such orders will be
the same as if I/we personally signed or initiated the drafts or debits.
I/We understand that this authority will remain in effect until you
receive my/our written instructions to cancel this service. I/We also
agree that if any such drafts or debits are dishonored, for any reason,
you shall have no liabilities.
Financial Institution Account Number ______________________________________
Name and Address where my/our account is maintained
Name of Financial Institution______________________________________________
Street Address_____________________________________________________________
City___________________________________________State _________ Zip ________
Name(s) and Signature(s) of Depositor(s) as they appear where account is
registered
______________________________________________
(Please Print)
X_____________________________________________ __________________
(Signature) (Date)
______________________________________________
(Please Print)
X_____________________________________________ __________________
(Signature) (Date)
INDEMNIFICATION AGREEMENT
To: Financial Institution Named Above
So that you may comply with your depositor's request, Aquila
Distributors, Inc. (the "Distributor") agrees:
1 Electronic Funds Transfer debit and credit items transmitted
pursuant to the above authorization shall be subject to the
provisions of the Operating Rules of the National Automated
Clearing House Association.
2 To indemnify and hold you harmless from any loss you may suffer
in connection with the execution and issuance of any electronic
debit in the normal course of business initiated by the Agent
(except any loss due to your payment of any amount drawn against
insufficient or uncollected funds), provided that you promptly
notify us in writing of any claim against you with respect to
the same, and further provided that you will not settle or
pay or agree to settle or pay any such claim without the written
permission of the Distributor.
3 To indemnify you for any loss including your reasonable costs and
expenses in the event that you dishonor, with or without cause,
any such electronic debit.
STEP 4 Section B
SHAREHOLDER AUTHORIZATION/SIGNATURE(S) REQUIRED
- - The undersigned warrants that he/she has full authority and is
of legal age to purchase shares of the Fund and has received and
read a current Prospectus of the Fund and agrees to its terms.
- - I/We authorize the Fund and its agents to act upon these
instructions for the features that have been checked.
- - I/We acknowledge that in connection with an Automatic Investment or
Telephone Investment, if my/our account at the Financial Institution
has insufficient funds, the Fund and its agents may cancel the purchase
transaction and are authorized to liquidate other shares or fractions
thereof held in my/our Fund account to make up any deficiency resulting
from any decline in the net asset value of shares so purchased and any
dividends paid on those shares. I/We authorize the Fund and its agents
to correct any transfer error by a debit or credit to my/our Financial
Institution account and/or Fund account and to charge the account for
any related charges. I/We acknowledge that shares purchased either
through Automatic Investment or Telephone Investment are subject to
applicable sales charges.
- - The Fund, the Agent and the Distributor and their Trustees, directors,
employees and agents will not be liable for acting upon instructions
believed to be genuine, and will not be responsible for any losses
resulting from unauthorized telephone transactions if the Agent follows
reasonable procedures designed to verify the identity of the caller.
The Agent will request some or all of the following information:
account name and number; name(s) and social security number registered
to the account and personal identification; the Agent may also record
calls. Shareholders should verify the accuracy of confirmation
statements immediately upon receipt. Under penalties of perjury, the
undersigned whose Social Security (Tax I.D.) Number is shown above
certifies (i) that Number is my correct taxpayer identification number
and (ii) currently I am not under IRS notification that I am subject
to backup withholding (line out (ii) if under notification). If no
such Number is shown, the undersigned further certifies, under
penalties of perjury, that either (a) no such Number has been issued,
and a Number has been or will soon be applied for; if a Number is not
provided to you within sixty days, the undersigned understands that
all payments (including liquidations) are subject to 31% withholding
under federal tax law, until a Number is provided and the undersigned
may be subject to a $50 I.R.S. penalty; or (b) that the undersigned is
not a citizen or resident of the U.S.; and either does not expect to
be in the U.S. for 183 days during each calendar year and does not
conduct a business in the U.S. which would receive any gain from the
Fund, or is exempt under an income tax treaty.
NOTE: ALL REGISTERED OWNERS OF THE ACCOUNT MUST SIGN BELOW.
FOR A TRUST, ALL TRUSTEES MUST SIGN.*
__________________________ ____________________________ _________
Individual (or Custodian) Joint Registrant, if any Date
__________________________ ____________________________ _________
Corporate Officer, Partner, Title Date
Trustee, etc.
* For Trusts, Corporations or Associations, this form must be
accompanied by proof of authority to sign, such as a certified
copy of the corporate resolution or a certificate of incumbency
under the trust instrument.
SPECIAL INFORMATION
- - Certain features (Automatic Investment, Telephone Investment,
Expedited Redemption and Direct Deposit of Dividends) are
effective 15 days after this form is received in good order
by the Fund's Agent.
- - You may cancel any feature at any time, effective 3 days after
the Agent receives written notice from you.
- - Either the Fund or the Agent may cancel any feature, without prior
notice, if in its judgment your use of any feature involves unusual
effort or difficulty in the administration of your account.
- - The Fund reserves the right to alter, amend or terminate any or
all features or to charge a service fee upon 30 days written notice
to shareholders except if additional notice is specifically
required by the terms of the Prospectus.
BANKING INFORMATION
- - If your Financial Institution account changes, you must complete
a Ready Access Features Form which may be obtained from Aquila
Distributors at 1-888-322-7223 and send it to the Agent together
with a "voided" check or pre-printed deposit slip from the new
account. The new Financial Institution change is effective in 15
days after this form is received in good order by the Fund's Agent.
TERMS OF LETTER OF INTENT AND ESCROW
By checking Box 3c and signing the Application, the investor
is entitled to make each purchase at the public offering price
applicable to a single transaction of the dollar amount checked
above, and agrees to be bound by the terms and conditions applicable
to Letters of Intent appearing below.
The investor is making no commitment to purchase shares, but
if the investor's purchases within thirteen months from the date of
the investor's first purchase do not aggregate $50,000, or, if such
purchases added to the investor's present holdings do not aggregate
the minimum amount specified above, the investor will pay the
increased amount of sales charge prescribed in the terms of
escrow below.
The commission to the dealer or broker, if any, named herein
shall be at the rate applicable to the minimum amount of the
investor's specified intended purchases checked above. If the
investor's actual purchases do not reach this minimum amount, the
commissions previously paid to the dealer will be adjusted to the
rate applicable to the investor's total purchases. If the investor's
purchases exceed the dollar amount of the investor's intended
purchases and pass the next commission break-point, the investor
shall receive the lower sales charge, provided that the dealer
returns to the Distributor the excess of commissions previously
allowed or paid to him over that which would be applicable to the
amount of the investor's total purchases.
The investor's dealer or broker shall refer to this Letter
of Intent in placing any future purchase orders for the investor
while this Letter is in effect.
The escrow shall operate as follows:
1. Out of the initial purchase (or subsequent purchases if necessary),
3% of the dollar amount specified in the Letter of Intent (computed
to the nearest full share) shall be held in escrow in shares of the
Fund by the Agent. All dividends and any capital distributions on
the escrowed shares will be credited to the investor's account.
2. If the total minimum investment specified under the Letter is
completed within a thirteen-month period, the escrowed shares
will be promptly released to the investor. However, shares
disposed of prior to completion of the purchase requirement
under the Letter will be deducted from the amount required to
complete the investment commitment.
3. If the total purchases pursuant to the Letter are less than the
amount specified in the Letter as the intended aggregate purchases,
the investor must remit to the Distributor an amount equal to the
difference between the dollar amount of sales charges actually paid
and the amount of sales charges which would have been paid if the
total amount purchased had been made at a single time. If such
difference in sales charges is not paid within twenty days after
receipt of a request from the Distributor or the dealer, the
Distributor will, within sixty days after the expiration of the
Letter, redeem the number of escrowed shares necessary to realize
such difference in sales charges. Full shares and any cash proceeds
for a fractional share remaining after such redemption will be
released to the investor. The escrow of shares will not be released
until any additional sales charge due has been paid as stated in
this section.
4. By checking Box 3c and signing the Application, the investor
irrevocably constitutes and appoints the Agent or the Distributor
as his attorney to surrender for redemption any or all escrowed
shares on the books of the Fund.
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the applicant agrees to
the terms and conditions applicable to such plans, as stated below.
1. The Agent will administer the Automatic Withdrawal Plan
(the "Plan") as agent for the person (the "Planholder") who
executed the Plan authorization.
2. Certificates will not be issued for shares of the Fund purchased
for and held under the Plan, but the Agent will credit all such
shares to the Planholder on the records of the Fund. Any share
certificates now held by the Planholder may be surrendered
unendorsed to the Agent with the application so that the shares
represented by the certificate may be held under the Plan.
3. Dividends and distributions will be reinvested in shares of the
Fund at Net Asset Value without a sales charge.
4. Redemptions of shares in connection with disbursement payments
will be made at the Net Asset Value per share in effect at the
close of business on the last business day of the month or
quarter.
5. The amount and the interval of disbursement payments and the
address to which checks are to be mailed may be changed, at
any time, by the Planholder on written notification to the
Agent. The Planholder should allow at least two weeks time in
mailing such notification before the requested change can be
put in effect.
6. The Planholder may, at any time, instruct the Agent by written
notice (in proper form in accordance with the requirements of
the then current Prospectus of the Fund) to redeem all, or any
part of, the shares held under the Plan. In such case the Agent
will redeem the number of shares requested at the Net Asset
Value per share in effect in accordance with the Fund's usual
redemption procedures and will mail a check for the proceeds of
such redemption to the Planholder.
7. The Plan may, at any time, be terminated by the Planholder on
written notice to the Agent, or by the Agent upon receiving
directions to that effect from the Fund. The Agent will also
terminate the Plan upon receipt of evidence satisfactory to it
of the death or legal incapacity of the Planholder. Upon
termination of the Plan by the Agent or the Fund, shares
remaining unredeemed will be held in an uncertificated account
in the name of the Planholder, and the account will continue
as a dividend-reinvestment, uncertificated account unless and
until proper instructions are received from the Planholder,
his executor or guardian, or as otherwise appropriate.
8. The Agent shall incur no liability to the Planholder for any
action taken or omitted by the Agent in good faith.
9. In the event that the Agent shall cease to act as transfer
agent for the Fund, the Planholder will be deemed to have
appointed any successor transfer agent to act as his agent
in administering the Plan.
10.Purchases of additional shares concurrently with withdrawals
are undesirable because of sales charges when purchases are
made. Accordingly, a Planholder may not maintain this Plan while
simultaneously making regular purchases. While an occasional
lump sum investment may be made, such investment should normally
be an amount equivalent to three times the annual withdrawal or
$5,000, whichever is less.
<PAGE>
[Inside back cover]
FOUNDER, ADVISER AND ADMINISTRATOR
Aquila Management Corporation
380 Madison Avenue, Suite 2300
New York, New York 10017
INVESTMENT SUB-ADVISER
Ferguson, Wellman, Rudd, Purdy & Van Winkle, Inc.
888 SW Fifth Avenue, Suite 1200
Portland, OR 97204-2026
BOARD OF TRUSTEES
Lacy B. Herrmann, Chairman
Vernon R. Alden
David B. Frohnmayer
James A. Gardner
Diana P. Herrmann
Raymond H. Lung
John W. Mitchell
Richard C. Ross
OFFICERS
Lacy B. Herrmann, President
James M. McCullough, Senior Vice President
Diana P. Herrmann, Vice President
Sherri Foster, Vice President
Kerry Lemert, Vice President
Christine L. Neimeth, Vice President
Rose F. Marotta, Chief Financial Officer
Richard F. West, Treasurer
Edward M.W. Hines, Secretary
DISTRIBUTOR
Aquila Distributors, Inc.
380 Madison Avenue, Suite 2300
New York, New York 10017
TRANSFER AND SHAREHOLDER SERVICING AGENT
PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
CUSTODIAN
Bank One Trust Company, N.A.
100 East Broad Street
Columbus, Ohio 43271
INDEPENDENT AUDITORS
KPMG LLP
345 Park Avenue
New York, New York 10154
LEGAL COUNSEL
Hollyer Brady Smith Troxell
Barrett Rockett Hines & Mone LLP
551 Fifth Avenue
New York, New York 10176
<PAGE>
[Left column-Back cover]
This Prospectus concisely states information about the Fund that you
should know before investing. A Statement of Additional Information about the
Fund dated July 30, 1999, (the "SAI") has been filed with the Securities and
Exchange Commission. The SAI contains information about the Fund and its
management not included in this Prospectus. The SAI is incorporated by
reference in its entirety in this Prospectus. Only when you have read both
this Prospectus and the SAI are all material facts about the Fund available
to you.
You can get additional information about the Fund's investments in the
Fund's annual and semi-annual reports to shareholders. In the Fund's annual
report, you will find a discussion of the market conditions and investment
strategies that significantly affected the Fund's performance during its last
fiscal year. You can get the SAI and the Fund's annual and semi-annual
reports without charge, upon request.
In addition, you can review and copy information about the Fund
(including the SAI) at the Public Reference Room of the SEC in Washington,
D.C. You can get information on the operation of the SEC's public reference
room by calling the SEC at 1-800-SEC-0330. You can get other information
about the Fund at the SEC's Internet site at http://www.sec.gov. You can get
copies of this information, upon payment of a duplicating fee, by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-6009.
The file number under which the Fund is registered
with the SEC under the
Investment Company Act of 1940 is 811-4083.
TABLE OF CONTENTS
The Fund's Objective, Investment Strategies
and Main Risks...................................
Risk/Return Bar Chart and Performance Table .....
Fees and Expenses of the Fund...................
Investment of the Fund's Assets.................
Fund Management.................................
Net Asset Value Per Share........................
Purchases .......................................
Redeeming Your Investment........................
Alternate Purchase Plans.........................
Dividends and Distributions......................
Tax Information..................................
Financial Highlights.............................
Application and Letter of Intent
[Right column-Back cover]
Aquila
[LOGO]
Aquila
Cascadia
Equity Fund
PROSPECTUS
One of The
Aquilasm Group Of Funds
PROSPECTUS
To receive a free copy of the Fund's SAI, annual or semi-annual report, or
other information about the Fund, or to make shareholder inquiries call:
the Fund's Shareholder Servicing Agent at
888-322-7224 toll free
or you can write to:
PFPC Inc
400 Bellevue Parkway
Wilmington, DE 19809
For General Inquiries and Yield Information, call 888-322-7223 or
212-697-6666
This Prospectus should be read and retained for future reference
<PAGE>
<PAGE>
AQUILA CASCADIA EQUITY FUND
380 Madison Avenue, Suite 2300
New York, New York 10017
1-888-3-CASCADIA (888-322-7223) 212-697-6666
Prospectus
Class Y Shares July 30, 1999
Aquila Cascadia Equity Fund (the "Fund") is a mutual fund
whose objective is capital appreciation. It seeks to achieve its
objective through investment in securities (primarily common
stock or other equity securities) of companies having a
significant business presence in the region of our country,
termed in this Prospectus the "Investment Region," consisting of
Oregon, Washington, Idaho, Utah, Nevada, Alaska and Hawaii.
For Purchase, Redemption or Account inquiries contact the Fund's
Shareholder Servicing Agent:
PFPC Inc.* 400 Bellevue Parkway * Wilmington, DE 19809
Call 888-322-7224 toll free
For General Inquiries & Yield Information
Call 888-322-7223 toll free or 212-697-6666
The Securities and Exchange Commission has not approved or
disapproved the Fund's securities or passed upon the adequacy of
this Prospectus. Any representation to the contrary is a criminal
offense.
<PAGE>
THE FUND'S OBJECTIVE, INVESTMENT STRATEGIES AND MAIN RISKS
"What is the Fund's objective?"
The Fund's investment objective, which is a fundamental policy of
the Fund, is to purchase and hold securities for capital
appreciation.
"What is the Fund's investment strategy?"
We call the general area consisting of Oregon, Washington,
Idaho, Utah, Nevada, Alaska and Hawaii the "Investment Region."
The Fund seeks to achieve its objective by investing primarily in
equity securities of companies ("Investment Region Companies")
having a significant business presence in the Investment Region.
These are companies (i) whose principal executive offices are
located in the Investment Region, (ii) which have more than 50%
of their assets located in the Investment Region or (iii) which
derive more than 50% of their revenues or profits from the
Investment Region. It is anticipated that under normal
circumstances, the Fund will invest at least 65%, and possibly up
to 100%, of its total assets in securities issued by such
companies. In addition to common stocks, equity securities can
include preferred stock and convertible fixed-income securities.
In general, the Sub-Adviser follows a "value" approach to
investing.
"What are the main risks of investing in the Fund?"
Among the risks of investing in shares of the Fund and its
portfolio of securities are the following:
Loss of money is a risk of investing in the Fund.
There are two types of risk generally associated with owning
equity securities: market risk and financial risk. Market risk is
the risk associated with the movement of the stock market in
general. Financial risk is associated with the financial
conditions and profitability of the underlying company. Smaller
companies may experience different growth rates and higher
failure rates than those of larger companies having longer
operating histories. Moreover, the stock price movements of
smaller companies may experience more volatility than those of
larger and more mature companies.
Convertible fixed-income investments are subject to
interest rate and credit risks.
The Fund invests primarily in companies with small and
mid-sized market capitalization. These companies are
comparatively less well known and may have less trading in their
shares.
Because the Fund will invest most, and may invest all, of
its assets in Investment Region Companies, it may have less
diversification and may experience greater volatility than funds
without this investment policy.
The Fund's assets are subject to economic and other
conditions affecting the various states which comprise the
Investment Region. An economic down-turn in one or more of those
states could adversely affect the Fund's performance.
Investment in the Fund is not a deposit in any bank and is
not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
<PAGE>
AQUILA CASCADIA EQUITY FUND
RISK/RETURN BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide an indication of the
risks of investing in Aquila Cascadia Equity Fund by showing
changes in the performance of the Fund's Class Y Shares from year
to year and by showing how the Fund's average annual returns for
one year and since inception compare to a broad measure of market
performance. How the Fund has performed in the past is not
necessarily an indication of how the Fund will perform in the
future.
<TABLE>
<CAPTION>
[Bar Chart]
Annual Total Returns
1997-1998
<S> <C> <C>
25%
22.00
20% XXXX
XXXX
15% XXXX
XXXX
10% XXXX
XXXX 5.90%
5% XXXX XXXX
XXXX XXXX
0% XXXX XXXX
1997 1998
Calendar Years
</TABLE>
During the period shown in the bar chart, the highest return for
a quarter was 19.57% (quarter ended December 31, 1998) and the
lowest return for a quarter was -13.52% (quarter ended September
30, 1998).
The year-to-date (from January 1, 1999 to June 30, 1999) total
return was 11.21% for Class Y Shares.
<TABLE>
<CAPTION>
Average Annual Total Return
Since
For the Calendar year 1-Year inception*
Ended December 31, 1998
<S> <C> <C>
Aquila Cascadia Equity Fund
Class Y Shares 5.90% 15.32%
Bloomberg Northwest
Index** 10.63% 18.19%
<FN>
*From commencement of operations on September 9, 1996.
</FN>
<FN>
**The Bloomberg Northwest Index is an unmanaged index of 85
equity securities of companies based in Alaska, Idaho, Oregon and
Washington.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AQUILA CASCADIA EQUITY FUND
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
Class Y
Shares
<S> <C>
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases.....
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load).....None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends and
Distributions
(as a percentage of offering price).....None
Redemption Fees..........................None
Exchange Fees............................None
Annual Fund Operating Expenses (expenses that are
deducted from the Fund's assets)
Management Fees (1).......................1.50%
All Other Expenses (1)....................0.73%
Total Annual Fund Operating Expenses(1)...2.23%
<FN>
(1) The Adviser and Administrator and the Sub-Adviser have
undertaken to waive some or all of their management fees (as
required) in order to achieve the objective that (on an
annualized basis for the fiscal year) the Fund's Total Operating
Expenses will approximate 1.50% of the aggregate net assets of
all classes of shares, provided that if the waiver of all such
fees has been insufficient to achieve that objective, then
expenses will exceed that percent. It is anticipated that as the
asset size of the Fund increases, waivers would be progressively
reduced. These waivers can be discontinued. For the fund's fiscal
year ending March 31, 2000, uninvested income is estimated to be
1.20% of average net assets. The expense ratios for the fiscal
year ended March 31, 1999 after giving effect to the waivers and
the 0.12% expense offset for uninvested cash balances were
incurred at the following annual rates: management fees, 0.94%;
all other expenses, 0.61%, resulting in Total Fund Operating
Expenses of 1.55%.
</FN>
</TABLE>
Example
This Example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your
investment has a 5% return each year, you reinvest all dividends
and distributions, and that the Fund's operating expenses remain
the same. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Class Y Shares............$226 $697 $1,195 $2,565
</TABLE>
<PAGE>
INVESTMENT OF THE FUND'S ASSETS
"Is the Fund right for me?"
The Fund's shares are designed to be a suitable
investment for investors who seek capital appreciation primarily
through the common stocks or other equity securities of companies
having a significant business presence in the Investment Region
of the country.
"What is the Investment Region?"
The general region of our country consisting of Oregon,
Washington, Idaho, Utah, Nevada, Alaska and Hawaii.
What are Investment Region Companies?"
Companies of any size and in any industry with a
significant business presence in the Investment Region are called
Investment Region Companies. These are companies (i) whose
principal executive offices are located in the Investment Region,
(ii) which have more than 50% of their assets located in the
Investment Region or (iii) which derive more than 50% of their
revenues or profits from the Investment Region.
What are equity securities?"
The term "equity securities" means (i) common stocks and
(ii) preferred stocks, bonds, debentures and notes convertible
into common stocks. Under normal conditions, it is anticipated
that the Fund will invest at least 65%, and possibly up to 100%,
of its total assets in such securities. The Fund may also, to a
limited extent, make certain other types of investments. (See
below.)
A convertible security is a fixed-income security (a bond or
preferred stock) which may be converted at a stated price within
a specified period of time into a certain quantity of the common
stock or other equity securities of the same or a different
issuer.
How are the Fund's investments chosen?"
The Sub-Adviser will generally employ the investment
philosophy of seeking to invest in established, financially
sound, well-managed Investment Region Companies whose securities
it considers to be selling at a reasonable price relative to
their growth rate and anticipated future values.
In general, the Sub-Adviser follows a "value" approach to
investment selection, that is, emphasis will be placed upon
selection of Investment Region Companies whose securities are
selling at lower prices than comparable investments. Other
securities may be selected whose issuers the Sub-Adviser believes
are experiencing better growth relative to comparable
investments.
In unusual market conditions when the Sub-Adviser believes a
defensive posture for the Fund's investments is warranted, the
Fund may temporarily invest a portion or all of its assets in
high quality fixed-income securities such as U.S. government
securities, corporate bonds or high grade short-term money-market
securities, without geographic or percentage limitation. Only
corporate securities rated "A" or better by a nationally
recognized statistical rating organization will be purchased.
"What are the other risk factors and special considerations
regarding investment in Investment Region Companies?"
Companies with headquarters in the Investment Region or with
a significant business presence in the Region may also have
significant business interests, sales and assets outside of the
Region and may thus be subject to other economic influences.
In addition to considerations specifically affecting the
Investment Region, other risk factors include the following.
There are two types of risk generally associated with owning
equity securities: market risk and financial risk. Market risk is
the risk associated with the movement of the stock market in
general. Financial risk is associated with the financial
conditions and profitability of the underlying company. Smaller
companies may experience different growth rates and higher
failure rates than those of larger companies having longer
operating histories. Moreover, the stock price movements of
smaller companies may experience more volatility than those of
larger and more mature companies.
There are two types of risk generally associated with owning
fixed-income securities: interest risk and credit risk. Interest
risk relates to fluctuations in market value arising from changes
in interest rates. If interest rates rise, the value of
fixed-income securities will normally decline and if interest
rates fall, the value of fixed-income securities will normally
increase. All fixed-income securities, including U.S. government
securities, which are generally considered to be the most
creditworthy of all fixed-income obligations, are subject to
interest risk. Securities with longer maturities generally have a
more pronounced reaction to interest rate changes than
shorter-term securities. Other economic factors may also affect
the value of fixed-income securities. Credit risk relates to the
ability of the issuer to make periodic interest payments as
scheduled and ultimately repay principal at maturity.
Although the Fund may invest in large capitalization
companies, it is anticipated that the companies represented in
the Fund's portfolio will be primarily those having market
capitalization of middle to smaller size which the Sub-Adviser
believes offer the potential of capital appreciation due to their
overall characteristics. These companies are likely to be less
well known because they are smaller in size, have smaller
capitalizations, and have fewer shares traded. The prices of
securities of such companies may be more volatile than the prices
of securities of issuers which are more mature and have larger
capitalizations and whose securities are more actively traded.
Since the practice of many growth-oriented companies in
which the Fund will invest is to reinvest most or all of their
earnings in the development of their business, the Fund does not
expect to receive dividends enabling it to provide investors with
any significant amount of current income. In addition, during at
least the early fiscal years of the Fund, it is anticipated that
all of such income will be applied to payment of Fund operating
expenses so that none will be available for distribution to
shareholders.
Year 2000. Like other financial and business organizations,
the Fund could be adversely affected if computer systems the Fund
relies on do not properly process date-related information and
data involving the year 2000 and after. The Adviser is taking
steps that it believes are reasonable to address this problem in
its own computer systems and to obtain assurances that steps are
being taken by the other major service providers to the Fund to
achieve comparable results. Certain vendors have advised the
Adviser that they are currently compliant. The Fund's mission
critical vendors -- the shareholder servicing agent, the
custodian and the fund accounting agent -- as well as other
support organizations have advised the Adviser that they are
actively working on necessary changes. These three vendors have
advised the Adviser that they expect to be ready and will
additionally be prepared to implement contingency plans if
necessary. All such expenses are being borne, and are expected to
continue to be borne, by the respective service providers. The
Fund has not incurred, nor is it anticipated to incur any costs
related to these matters. The Adviser has also requested the
Fund's portfolio manager to attempt to evaluate the potential
impact of this problem on the issuers of securities in which the
Fund invests. At this time there can be no assurance that these
steps will be sufficient to avoid any adverse impact on the Fund.
FUND MANAGEMENT
"How is the Fund managed?"
Aquila Management Corporation, 380 Madison Avenue, Suite
2300, New York, NY 10017, founder of the Fund, serves as Adviser
and Administrator (the "Adviser") for the Fund under an Advisory
and Administration Agreement (the "Advisory and Administration
Agreement"). The Adviser is the founder and serves as manager or
administrator for three other funds oriented to the Investment
Region: Tax-Free Trust of Oregon with assets of $343 million,
Hawaiian Tax-Free Trust with assets of $653 million and Tax-Free
Fund For Utah with assets of $50 million, all as of May 1, 1999.
Ferguson, Wellman, Rudd, Purdy & Van Winkle, Inc., 888 S.W.
Fifth Avenue, Portland, OR (the "Sub-Adviser"), supervises the
investment program of the Fund and the composition of its
portfolio.
During the Fund's fiscal year ended March 31, 1999, the Fund
accrued management fees (advisory and sub-advisory fees) at the
annual rates of 1.50 of 1%, respectively, of its average annual
net assets. All of these fees were waived.
Information about the Adviser and the Sub-Adviser
The Adviser is founder and Manager and/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, 1998, these funds had aggregate assets of
approximately $3.2 billion. The Adviser, which was founded in
1984, is controlled by Mr. Lacy B. Herrmann, directly, through a
trust and through share ownership by his wife.
The Sub-Adviser, Ferguson, Wellman, Rudd, Purdy & Van
Winkle, Inc., is the Fund's local investment adviser. It provides
professional investment advisory services to a broad base of
clients and currently manages over $1.8 billion in clients'
assets, of which approximately $906 million consists of equity
investments. Ferguson, Wellman is a full service investment
advisory firm serving institutional and individual investors with
investments in publicly traded stocks, bonds and cash
securities.
Founded in 1975, Ferguson, Wellman operates as a private
corporation from its offices in Portland, Oregon. The Sub-Adviser
is employee-owned, with over one-half of the company's employees
owning stock. The Sub-Adviser manages a conservative mix of
publicly traded stocks, government and corporate bonds as well as
other fixed-income investments and cash management securities for
a diversified group of investors, including corporate, union,
public and individual retirement funds, taxable corporate and
individual investors, family trusts, endowments, foundations and
special investment accounts. The Sub-Adviser has enjoyed
consistent, controlled growth of assets managed since beginning
operations in 1975.
Ferguson, Wellman implements a team-oriented equity
investment process utilizing the collective experience and
knowledge of each of six equity portfolio managers/analysts. The
equity team divides research responsibility by sector and each
manager/analyst prepares both industry research and
recommendations on individual issues. Two Principals and
Portfolio Managers, George W. Hosfield, CFA and Dean M. Dordevic,
share final responsibility for implementation of the investment
process for the Fund. Mr. Hosfield joined Ferguson, Wellman in
1991. He holds a B.S. in management and MBA in finance from the
University of Oregon. He is a Chartered Financial Analyst and a
member and past president of the Portland Society of Financial
Analysts. Prior to joining Ferguson, Wellman, Mr. Hosfield served
as Vice President and Portfolio Manager with Qualivest Capital
Management and as an account executive with Smith Barney, Harris
Upham & Co. Mr. Dordevic came to Ferguson, Wellman in 1994 after
serving eleven years as Senior Vice President and Portfolio
Manager with Kidder Peabody Asset Management in New York City.
Mr. Dordevic holds a B.A. in finance from Trinity University in
San Antonio, Texas and is a member of the Portland Society of
Financial Analysts and the New York Society of Securities
Analysts. Mr. Dordevic began his career as a consultant for high
net-worth individuals with E.F. Hutton & Co. in New York.
NET ASSET VALUE PER SHARE
The net asset value of the shares of each of the Fund's
classes of shares is determined as of 4:00 p.m., New York time,
on each day that the New York Stock Exchange is open (a "business
day"), by dividing the value of the Fund's net assets (i.e., the
value of the assets less liabilities) allocable to each class by
the total number of shares of such class then outstanding.
Determination of the value of the Fund's assets is subject to the
direction and control of the Fund's Board of Trustees. Securities
listed on a national securities exchange or designated as
national market system securities are valued at the last prior
sale price or, if there has been no sale that day, at the bid
price. The value of other securities is in general based on
market value, except that short-term investments maturing in 60
days or less are generally valued at amortized cost. The price at
which a purchase or redemption of shares is effected is based on
the next calculated net asset value after your purchase or
redemption order is received in proper form. (See "What price
will I pay for the Fund's shares?") The New York Stock Exchange
annually announces the days on which it will not be open. The
most recent announcement indicates that it will not be open on
the following days: New Year's Day, Martin Luther King Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. However, the
Exchange may close on days not included in that announcement.
PURCHASES
"Can I purchase shares of the Fund?"
Institutional Class Shares (Class Y Shares) are offered only
to institutional investors for investments held in a fiduciary,
advisory, agency, custodial or similar capacity or through them
to their clients, and are not offered directly to retail
customers. Class Y Shares are offered at net asset value with no
sales charge, no redemption fee, no contingent deferred sales
charge and no distribution fee.
You can purchase shares of the Fund if you reside in one of
the states listed below. You should not purchase shares of the
Fund if you do not reside in one of the following states.
Otherwise, the Fund can redeem the shares you purchased. This may
cause you to suffer a loss and may have tax consequences.
On the date of this Prospectus, Class Y Shares are available
only in:
Alaska, California, Colorado, District of Columbia,
Florida, Hawaii, Idaho, Massachusetts, Nevada, New Jersey, New
York, Ohio, Oregon, Washington and Wyoming.
"How much money do I need to invest?"
For Class Y Shares:
$1,000. Subsequent investments can be in any amount.
Your investment must be drawn in United States dollars on a
United States commercial bank, savings bank or credit union or
United States branch of a foreign commercial bank (each of which
is a "Financial Institution").
"How do I purchase shares?"
You may purchase Class Y Shares:
* through an investment broker or dealer, or a bank or
financial intermediary, which has a sales agreement with the
Distributor, Aquila Distributors, Inc., in which case that
institution will take action on your behalf, and you will
not personally perform the steps indicated below; or
* directly through the Distributor, by mailing payment to the
Fund's Agent, PFPC Inc.
* The price you will pay is net asset value for Class Y
Shares. (See "What price will I pay for the Fund's shares?")
Opening a Class Y Shares Account Adding to a Class Y Shares
Account
* Make out a check for * Make out a check for
the investment amount the investment amount
payable to payable to
Aquila Cascadia Aquila Cascadia
Equity Fund." Equity Fund.
* Complete the Application * Fill out the pre-printed
included with the Prospectus, stub attached
indicating the features to the Fund's
you wish to authorize. confirmations
or supply the name(s)
of account owner(s),
the account number, and
the name of the Fund.
* Send your check and * Send your check and
completed application completed application
to your dealer or to your dealer or
to the Fund's to the Fund's
Agent, PFPC Inc. Agent, PFPC Inc.
"Can I transfer funds electronically?"
You can have funds transferred electronically, in amounts of
$50 or more, from your Financial Institution if it is a member of
the Automated Clearing House. You may make investments through
two electronic transfer features, "Automatic Investment" and
"Telephone Investment."
* Automatic Investment: You can authorize a pre-determined amount
to be regularly transferred from your account.
* Telephone Investment: You can make single investments of up to
$50,000 by telephone instructions to the Agent.
Before you can transfer funds electronically, the Fund's
Agent must have your completed Application authorizing these
features. If you initially decide not to choose these
conveniences and then later wish to do so, you must complete a
Ready Access Features Form which is available from the
Distributor or Agent, or if your account is set up so that your
broker or dealer makes these sorts of changes, request your
broker or dealer to make them. The Fund may modify or terminate
these investment methods or charge a service fee, upon 30 days'
written notice to shareholders.
REDEEMING YOUR INVESTMENT
You may redeem some or all of your shares by a request to
the Agent. Shares will be redeemed at the next net asset value
determined after your request has been received in proper form.
There is no minimum period for investment in the Fund,
except for shares recently purchased by check or by Automatic or
Telephone Investment as discussed below.
A redemption may result in a tax liability for you.
"How can I redeem my investment?"
By mail, send instructions to:
PFPC Inc.
Attn: Aquilasm Group of Funds
400 Bellevue Parkway
Wilmington, Delaware 19809
By telephone, call:
888-322-7224 toll free
By FAX, send
instructions to:
302-791-3055
For liquidity and convenience, the Fund offers expedited
redemption for Class Y Shares.
Expedited Redemption Methods
You may request expedited redemption in two ways:
1. By Telephone. The Agent will take instructions from
anyone by telephone to redeem shares and make payments:
a) to a Financial Institution account you have previously
specified or
b) by check in the amount of $50,000 or less, mailed to the
same name and address (which has been unchanged for the past
30 days) as the account from which you are redeeming. You
may only redeem by check via telephone request once in any
7-day period.
Telephoning the Agent
Whenever you telephone the Agent, please be prepared to
supply:
account name(s) and number
name of the caller
the social security number registered to the account
personal identification
Note: Check the accuracy of your confirmation statements
immediately. The Fund, the Agent, and the Distributor are not
responsible for losses resulting from unauthorized telephone
transactions if the Agent follows reasonable procedures designed
to verify a caller's identity. The Agent may record calls.
2 By FAX or Mail. You may request redemption payments to a
predesignated Financial Institution account by a letter of
instruction sent to the Agent: PFPC Inc., by FAX at
302-791-3055 or by mail to 400 Bellevue Parkway, Wilmington,
DE 19809. The letter, signed by the registered
shareholder(s) (no signature guarantee is required), must
indicate:
account name(s)
account number
amount to be redeemed
any payment directions.
To have redemption proceeds sent directly to a Financial
Institution account, you must complete the Expedited Redemption
section of the Application or a Ready Access Features Form. You
will be required to provide (1) details about your Financial
Institution account, (2) signature guarantees and (3) possible
additional documentation.
The name(s) of the shareholder(s) on the Financial
Institution account must be identical to those on the Fund's
records of your account.
You may change your designated Financial Institution account
at any time by completing and returning a revised Ready Access
Features Form.
Regular Redemption Method
To redeem by the regular redemption method, send a letter of
instruction to the Fund's Agent, which includes:
account name(s)
account number
dollar amount or number of shares to be redeemed or a
statement that all shares held in the account are to be
redeemed
payment instructions (we normally mail redemption proceeds
to your address as registered with the Fund)
signature(s) of the registered shareholder(s) and
signature guarantee(s), if required, as indicated below.
To be in "proper form," your letter must be signed by the
registered shareholder(s) exactly as the account is
registered. For a joint account, both shareholder signatures
are necessary.
We may require additional documentation for certain types of
shareholders such as corporations, partnerships, trustees or
executors, or if redemption is requested by someone other
than the shareholder of record. The Agent may require
signature guarantees if insufficient documentation is on
file.
We do not require a signature guarantee for redemptions up
to $50,000, payable to the record holder, and sent to the
address of record, except as noted above. In all other
cases, signatures must be guaranteed.
Your signature may be guaranteed by any:
member of a national securities exchange
U.S. bank or trust company
state-chartered savings bank
federally chartered savings and loan association
foreign bank having a U.S. correspondent bank; or
participant in the Securities Transfer Association Medallion
Program ("STAMP"), Stock Exchanges Medallion Program
("SEMP") or New York Stock Exchange, Inc. Medallion
Signature Program ("MSP").
A notary public is not an acceptable signature guarantor.
"When will I receive the proceeds of my redemption?"
Redemption proceeds are normally sent on the next business
day following receipt of your redemption request in proper form .
Except as described below, payments for Class Y Shares will
normally be sent to your address of record within 7 days.
Redemption Method of Payment Charges
Under $1,000 Check None
$1,000 or more Check or, if and None
as you requested
on your Application
or Ready Access Features
Form, wired or
transferred through
the Automated Clearing
House to your Financial
Institution account
Through a broker/
dealer Check or wire, None,
to your broker however, your
broker/dealer broker/dealer
may charge a
fee
Although the Fund does not currently intend to, it can
charge up to $5.00 per wire redemption, after written notice to
shareholders who have elected this redemption procedure. Upon 30
days' written notice to shareholders the Fund may modify or
terminate the use of the Automated Clearing House to make
redemption payments at any time or charge a service fee, although
no such fee is presently contemplated. If any such changes are
made, the Prospectus will be supplemented to reflect them.
The Fund may delay payment for redemption of shares
recently purchased by check (including certified, cashier's or
official bank check) or by Automatic Investment or Telephone
Investment up to 15 days after purchase; however, redemption
will not be delayed after (i) the check or transfer of funds has
been honored, or (ii) the Agent receives satisfactory assurance
that your Financial Institution will honor the check or transfer
of funds. You can eliminate possible delays by paying for
purchased shares with wired funds or Federal Reserve drafts.
The Fund has the right to postpone payment or suspend
redemption rights during certain periods. These periods may occur
(i) when the New York Stock Exchange is closed for other than
weekends and holidays, (ii) when the Securities and Exchange
Commission (the "SEC") restricts trading on the New York Stock
Exchange, (iii) when the SEC determines an emergency exists which
causes disposal of, or determination of the value of, the
portfolio securities to be unreasonable or impracticable, and
(iv) during such other periods as the SEC may permit.
The Fund can redeem your shares if their value totals less
than $500 as a result of redemptions or failure to meet and
maintain the minimum investment level under an Automatic
Investment program. Before such a redemption is made, we will
send you a notice giving you 60 days to make additional
investments to bring your account up to the minimum.
Redemption proceeds may be paid in whole or in part by
distribution of the Fund's portfolio securities ("redemptions in
kind") in conformity with SEC rules. This method would only be
used if Trustees determine that partial or whole cash payments
would be detrimental to the best interests of the remaining
shareholders.
Distribution Arrangements
"What price will I pay for the Fund's shares?"
The offering price for Class Y Shares is the net asset value
per share. You will receive that day's offering price on purchase
orders, including Telephone Investments and investments by mail,
received in proper form prior to 4:00 p.m. New York time. Dealers
have the added flexibility of transmitting orders received prior
to 4:00 p.m. New York time to the Distributor before its close of
business that day (normally 5:00 p.m. New York time) and still
receiving that day's offering price. Otherwise, orders will be
filled at the next determined offering price. Dealers are
required to submit orders promptly. Purchase orders received on a
non-business day, including those for Automatic Investment, will
be executed on the next succeeding business day.
The sale of shares will be suspended (1) during any period
when net asset value determination is suspended, or, (2) when the
Distributor judges it is in the Fund's best interest to do so.
"What about confirmations and share certificates?"
A statement will be mailed to you confirming each purchase
of Class Y Shares in the Fund. Additionally, your account at the
Agent will be credited in full and fractional shares (rounded to
the nearest 1/1000th of a share). The Fund will not issue
certificates for Class Y Shares.
General
The Fund and the Distributor may reject any order for the
purchase of shares. In addition, the offering of shares may be
suspended at any time and resumed at any time thereafter.
"Is there a Distribution Plan or a Services Plan?"
The Fund has adopted a Distribution Plan (the "Plan") under
the Investment Company Act of 1940's Rule 12b-1 in order to:
(i) permit the Fund to finance activities primarily
intended to result in the sale of its shares;
(ii) permit the Adviser, out of its own funds, to make
payment for distribution expenses; and
(iii) protect the Fund against any claim that some of the
expenses which it pays or may pay might be considered
to be sales-related and therefore come within the
purview of the Rule.
No payments are made with respect to assets represented by
Class Y Shares.
"Transfer on Death" Registration
If you own Class Y Shares, the Fund generally permits
"transfer on death" registration of shares ("TOD"), so that on
the death of the shareholder the shares are transferred to a
designated beneficiary or beneficiaries. Ask the Agent or your
broker-dealer for the Transfer on Death Registration Request
Form. With it you will receive a copy of the TOD Rules of the
Aquilasm Group of Funds, which specify how the registration
becomes effective and operates. By opening a TOD Account, you
agree to be bound by the TOD rules.
DIVIDENDS AND DISTRIBUTIONS
"How are dividends and distributions determined?"
The Fund distributes dividends from net investment income,
if any, on an annual basis following the end of its fiscal year
which is March 31st. Because the Fund invests primarily in equity
securities, distributions from the Fund, if any, will consist
mostly of capital gains, which may be long- or short-term
depending upon the length of time the Fund has held the
securities it then sells. If the Fund has had net long-term
capital gains or net short-term capital gains for the year, it
distributes dividends on those items at the same time. Short-term
capital gains include the gains from the disposition of
securities held less than one year, the premiums from expired
call options written by the Fund and net gains from closing
transactions with respect to such options. If required by tax
laws to avoid excise or other taxes, dividends and/or capital
gains distributions may be made more frequently. Dividends and
other distributions paid by the Fund with respect to each class
of its shares are calculated at the same time and in the same
manner. The dividends and distributions of each class can vary
because each class will bear certain class-specific charges.
"How are dividends and distributions paid?"
Dividends and distributions will automatically be
reinvested in full and fractional shares of the Fund of the same
class at net asset value on the record date for the dividend or
distribution.
If you own or purchase Class Y Shares, you may choose to
have all or any part of the payments for dividends or
distributions paid in cash. You can elect to have the cash
portion of dividends or distributions deposited, without charge,
by electronic funds transfers into your account at a financial
institution, if it is a member of the Automated Clearing House.
You can make any of these elections on the Application,
by a Ready Access Features Form or by a letter to the Agent. Your
election to receive some or all of your dividends and
distributions in cash will be effective as of the next payment of
dividends after it has been received in proper form by the Agent.
It will continue in effect until the Agent receives written
notification of a change.
All Class Y shareholders, whether their dividends or
distributions are received in cash or reinvested, will receive a
monthly statement indicating the current status of their
investment account with the Fund.
If you do not comply with laws requiring you to furnish
taxpayer identification numbers and report dividends, the Fund
may be required to impose backup withholding at a rate of 31%
upon payment of redemptions to shareholders, and from capital
gains distributions (if any).
TAX INFORMATION
Distributions from the Fund's net income and net short-term
capital gains are taxed as ordinary income. If the Fund has net
long-term capital gains which are greater than its net short-term
capital losses, it will distribute the excess and such
distribution will be taxed to you as long-term capital gains,
regardless of how long you have held your shares. Although
distributions will be made in January, you must report the income
or capital gain on your return for the prior calendar year,
assuming you file your returns on a calendar year basis.
Distributions from the Fund, whether ordinary income or
capital gain in nature, will be taxable to you whether you take
them in cash or have them automatically reinvested in shares of
the Fund. Distributions from the Fund are also subject to
applicable state income taxes. Consult your tax adviser.
<PAGE>
<TABLE>
<CAPTION>
AQUILA CASCADIA EQUITY FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
The financial highlights table is intended to help you understand the
Fund's financial performance for the period of the Fund's operations.
Certain information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would have
earned or lost on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by KPMG
LLP, whose report, along with the Fund's financial statements, is included
in the annual report, is incorporated by reference into the SAI and is
available upon request.
Class Y
Year Ended March 31, Period Ended
1999 1998 March 31, 1997(1)
<S> <C> <C> <C>
Net Asset Value,
Beginning of Period $16.94 $12.96 $12.00
Income (loss) from Investment Operations:
Net investment income ........... - - -
Net gain (loss) on securities
(both realized and unrealized).. (0.39) 3.98 0.96
Total from Investment
Operations...................... (0.39) 3.98 0.96
Less Distributions:
Dividends from net investment
income........................... - - -
Distributions from capital gains. - - -
Total Distributions.............. - - -
Net Asset Value, End of Period..... $16.55 $16.94 $12.96
Total Return (not reflecting
sales charge) (%)................ (2.30) 30.71 8.00+
Ratios/Supplemental Data
Net Assets, End of Period
($ in thousands)................. 12,202 12,649 7,393
Ratio of Expenses to Average
Net Assets (%)................... 1.66 1.52 1.40*
Ratio of Net Investment Income (loss)
to Average Net Assets (%)........ - 0.07 0.16*
Portfolio Turnover Rate (%)...... 26.62 29.38 3.53+
The expense and net investment income (loss) ratios without the effect of
the Adviser's and Administrator's voluntary waiver of fees and the
Adviser's voluntary expense reimbursement in the years ended 1999 and 1998
and for the period ended March 31, 1997 were:
Ratio of Expenses
to Average Net Assets(%)
2.11 2.51 4.38*
Ratio of Net Investment
Income(Loss) to
Average Net
Assets(%) (0.45) (0.92) (3.14)*
The expense ratios after giving effect to the waivers, expense
reimbursement and expense offset for uninvested cash balances were:
Ratio of Expenses to
Average Net Assets(%) 1.55 1.50 1.24*
<FN>
(1) For the period August 13, 1996 (commencement of operations) through
March 31, 1997.
</FN>
<FN>
+ Not annualized.
</FN>
<FN>
* Annualized.
</FN>
</TABLE>
<PAGE>
Application for Aquila Cascadia Equity Fund
For Class Y Shares only
Please complete steps 1 through 4 and mail to:
PFPC Inc.
400 Bellevue Parkway, Wilmington, DE 19809
Tel.# 1-888-322-7224
STEP 1
A. ACCOUNT REGISTRATION
___Individual Use line 1
___Joint Account* Use lines 1&2
___For a Minor Use line 3
___For Trust, Corporation, Partnership or other Entity Use line 4
* Joint Accounts will be Joint Tenants with rights of survivorship
unless otherwise specified.
** Uniformed Gifts/Transfers to Minors Act.
Please type or print name exactly as account is to be registered
1.________________________________________________________________
First Name Middle Initial Last Name Social Security Number
2.________________________________________________________________
First Name Middle Initial Last Name Social Security Number
3.________________________________________________________________
Custodian's First Name Middle Initial Last Name
Custodian for ____________________________________________________
Minor's First Name Middle Initial Last Name
Under the ___________UGTMA** _____________________________________
Name of State Minor's Social Security Number
4. ____________________________________________________
____________________________________________________
(Name of Corporation or Organization. If a Trust, include the name(s)
of Trustees in which account will be registered and the name and date
of the Trust Instrument. Account for a Pension or Profit Sharing Plan
or Trust may be registered in the name of the Plan or Trust itself.)
___________________________________________________________________
Tax I.D. Number Authorized Individual Title
B. MAILING ADDRESS AND TELEPHONE NUMBER
____________________________________________________
Street or PO Box City
_______________________________(______)______________
State Zip Daytime Phone Number
Occupation:________________________Employer:________________________
Employer's Address:__________________________________________________
Street Address: City State Zip
Citizen or resident of: ___ U.S. ___ Other Check here ___ if you
are a non-U.S. Citizen or resident and not subject to back-up
withholding (See certification in Step 4, Section B, below.)
C. INVESTMENT DEALER OR BROKER
(Important - to be completed by Dealer or Broker)
_______________________ _____________________________
Dealer Name Branch Number
_______________________ _____________________________
Street Address Rep. Number/Name
_______________________ (_______)_____________________
City State Zip Area Code Telephone
STEP 2 PURCHASES OF SHARES
A. INITIAL INVESTMENT
Make check payment to Aquila Cascadia Equity Fund
__ Initial Investment $______________ (Minimum $1,000)
A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK.
B. DISTRIBUTIONS
Income dividends and capital gains distributions are automatically
reinvested in additional shares at net asset value unless otherwise
indicated below.
You can have any other portion of either type reinvested, with the balance
paid in cash, by indicating a percent below:
Income dividends are to be:___ % Reinvested __%_Paid in cash*
Capital gains distributions are to be: ___% Reinvested __% Paid in
cash*
* For cash payments, please choose one of the following options:
___ Deposit directly into my/our Financial Institution account.
ATTACHED IS A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK showing
the Financial Institution account where I/we would like you to
deposit the dividend. (A Financial Institution is a commercial
bank, savings bank or credit union.)
___ Mail check to my/our address listed in Step 1B.
STEP 3
SPECIAL FEATURES
A. AUTOMATIC INVESTMENT PROGRAM
(Check appropriate box)
___ Yes ___ No
This option provides you with a convenient way to have amounts
automatically drawn on your Financial Institution account and invested
in your Aquila Cascadia Equity Fund Account. To establish this
program, please complete Step 4, Sections A & B of this Application.
I/We wish to make regular monthly investments of $ _________________
(minimum $50) on the ___ 1st day or ___ 16th day of the month (or on
the first business day after that date).
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK)
B. TELEPHONE INVESTMENT
(Check appropriate box)
___ Yes ___ No
This option provides you with a convenient way to add to your
account (minimum $50 and maximum $50,000) at any time you wish by
simply calling the Agent toll-free at 1-888-322-7224. To establish
this program, please complete Step 4, Sections A & B of this
Application.
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK)
C. AUTOMATIC WITHDRAWAL PLAN
(Minimum investment $5,000)
Application must be received in good order at least 2 weeks
prior to 1st actual liquidation date.
(Check appropriate box)
___ Yes ___ No
Please establish an Automatic Withdrawal Plan for this account,
subject to the terms of the Automatic Withdrawal Plan Provisions set
forth below. To realize the amount stated below, PFPC Inc.(the Agent)
is authorized to redeem sufficient shares from this account at the
then current Net Asset Value, in accordance with the terms below:
Dollar Amount of each withdrawal $ ______________beginning________________
Minimum: $50 Month/Year
Payments to be made: ___ Monthly or ___ Quarterly
Checks should be made payable as indicated below. If check is
payable to a Financial Institution for your account, indicate
Financial Institution name, address and your account number.
_______________________________ ______________________________________
First Name Middle Initial Last Name Financial Institution Name
_______________________________ ______________________________________
Street Financial Institution Street Address
_______________________________ ______________________________________
City State Zip City State Zip
____________________________________
Financial Institution Account Number
D. TELEPHONE EXCHANGE
(Check appropriate box)
___ Yes ___ No
This option allows you to effect exchanges among accounts in your
name within the Aquilasm Group of Funds by telephone.
The Agent is authorized to accept and act upon my/our or any
other persons telephone instructions to execute the exchange of
shares of one Aquila-sponsored fund for shares of another Aquila-
sponsored fund with identical shareholder registration in the manner
described in the Prospectus. Except for gross negligence in acting
upon such telephone instructions to execute an exchange, and subject
to the conditions set forth herein, I/we understand and agree to
hold harmless the Agent, each of the Aquila Funds, and their
respective officers, directors, trustees, employees, agents and
affiliates against any liability, damage, expense, claim or loss,
including reasonable costs and attorneys fees, resulting from
acceptance of, or acting or failure to act upon, this Authorization.
E. EXPEDITED REDEMPTION
(Check appropriate box)
___ Yes ___ No
The proceeds will be deposited to your Financial Institution
account listed.
Cash proceeds in any amount from the redemption of shares will
be mailed or wired, whenever possible, upon request, if in an amount
of $1,000 or more to my/our account at a Financial Institution. The
Financial Institution account must be in the same name(s) as this
Fund account is registered.
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK).
_______________________________ ____________________________________
Account Registration Financial Institution Account Number
_______________________________ ____________________________________
Financial Institution Name Financial Institution Transit/Routing
Number
_______________________________ ____________________________________
Street City State Zip
STEP 4 Section A
DEPOSITORS AUTHORIZATION TO HONOR DEBITS
IF YOU SELECTED AUTOMATIC INVESTMENT OR TELEPHONE INVESTMENT
YOU MUST ALSO COMPLETE STEP 4, SECTIONS A & B.
I/We authorize the Financial Institution listed below to charge to
my/our account any drafts or debits drawn on my/our account initiated
by the Agent, PFPC Inc., and to pay such sums in accordance therewith,
provided my/our account has sufficient funds to cover such drafts or
debits. I/We further agree that your treatment of such orders will be
the same as if I/we personally signed or initiated the drafts or debits.
I/We understand that this authority will remain in effect until you
receive my/our written instructions to cancel this service. I/We also
agree that if any such drafts or debits are dishonored, for any reason,
you shall have no liabilities.
Financial Institution Account Number _______________________________________
Name and Address where my/our account is maintained
Name of Financial Institution______________________________________________
Street Address_____________________________________________________________
City___________________________________________State _________ Zip ________
Name(s) and Signature(s) of Depositor(s) as they appear where account
is registered
______________________________________________
(Please Print)
X_____________________________________________ __________________
(Signature) (Date)
______________________________________________
(Please Print)
X_____________________________________________ __________________
(Signature) (Date)
INDEMNIFICATION AGREEMENT
To: Financial Institution Named Above
So that you may comply with your depositor's request, Aquila
Distributors, Inc. (the "Distributor") agrees:
1 Electronic Funds Transfer debit and credit items transmitted
pursuant to the above authorization shall be subject to the
provisions of the Operating Rules of the National Automated
Clearing House Association.
2 To indemnify and hold you harmless from any loss you may suffer
in connection with the execution and issuance of any electronic
debit in the normal course of business initiated by the Agent
(except any loss due to your payment of any amount drawn against
insufficient or uncollected funds), provided that you promptly
notify us in writing of any claim against you with respect to
the same, and further provided that you will not settle or pay
or agree to settle or pay any such claim without the written
permission of the Distributor.
3 To indemnify you for any loss including your reasonable costs
and expenses in the event that you dishonor, with or without
cause, any such electronic debit.
STEP 4 Section B
SHAREHOLDER AUTHORIZATION/SIGNATURE(S) REQUIRED
- - The undersigned warrants that he/she has full authority and is
of legal age to purchase shares of the Fund and has received and
read a current Prospectus of the Fund and agrees to its terms.
- - I/We authorize the Fund and its agents to act upon these
instructions for the features that have been checked.
- - I/We acknowledge that in connection with an Automatic Investment
or Telephone Investment, if my/our account at the Financial
Institution has insufficient funds, the Fund and its agents may
cancel the purchase transaction and are authorized to liquidate
other shares or fractions thereof held in my/our Fund account to
make up any deficiency resulting from any decline in the net
asset value of shares so purchased and any dividends paid on
those shares. I/We authorize the Fund and its agents to correct
any transfer error by a debit or credit to my/our Financial
Institution account and/or Fund account and to charge the account
for any related charges. I/We acknowledge that shares purchased
either through Automatic Investment or Telephone Investment are
subject to applicable sales charges.
- - The Fund, the Agent and the Distributor and their Trustees,
directors, employees and agents will not be liable for acting
upon instructions believed to be genuine, and will not be
responsible for any losses resulting from unauthorized
telephone transactions if the Agent follows reasonable
procedures designed to verify the identity of the caller. The
Agent will request some or all of the following information:
account name and number; name(s) and social security number
registered to the account and personal identification; the
Agent may also record calls. Shareholders should verify the
accuracy of confirmation statements immediately upon receipt.
Under penalties of perjury, the undersigned whose Social
Security (Tax I.D.) Number is shown above certifies (i) that
Number is my correct taxpayer identification number and (ii)
currently I am not under IRS notification that I am subject to
backup withholding (line out (ii) if under notification). If no
such Number is shown, the undersigned further certifies, under
penalties of perjury, that either (a) no such Number has been
issued, and a Number has been or will soon be applied for; if
a Number is not provided to you within sixty days, the
undersigned understands that all payments (including
liquidations) are subject to 31% withholding under federal tax
law, until a Number is provided and the undersigned may be
subject to a $50 I.R.S. penalty; or (b) that the undersigned is
not a citizen or resident of the U.S.; and either does not
expect to be in the U.S. for 183 days during each calendar year
and does not conduct a business in the U.S. which would receive
any gain from the Fund, or is exempt under an income tax treaty.
NOTE: ALL REGISTERED OWNERS OF THE ACCOUNT MUST SIGN BELOW.
FOR A TRUST, ALL TRUSTEES MUST SIGN.*
__________________________ ____________________________ _________
Individual (or Custodian) Joint Registrant, if any Date
__________________________ ____________________________ _________
Corporate Officer, Partner, Title Date
Trustee, etc.
* For Trusts, Corporations or Associations, this form must be
accompanied by proof of authority to sign, such as a certified
copy of the corporate resolution or a certificate of incumbency
under the trust instrument.
SPECIAL INFORMATION
- - Certain features (Automatic Investment, Telephone Investment,
Expedited Redemption and Direct Deposit of Dividends) are
effective 15 days after this form is received in good order
by the Fund's Agent.
- - You may cancel any feature at any time, effective 3 days after
the Agent receives written notice from you.
- - Either the Fund or the Agent may cancel any feature, without
prior notice, if in its judgment your use of any feature involves
unusual effort or difficulty in the administration of your account.
- - The Fund reserves the right to alter, amend or terminate any or
all features or to charge a service fee upon 30 days written notice
to shareholders except if additional notice is specifically
required by the terms of the Prospectus.
BANKING INFORMATION
- - If your Financial Institution account changes, you must complete
a Ready Access Features Form which may be obtained from Aquila
Distributors at 1-888-322-7223 and send it to the Agent together
with a "voided" check or pre-printed deposit slip from the new
account. The new Financial Institution change is effective in 15
days after this form is received in good order by the Fund's Agent.
AUTOMATIC WITHDRAWAL PLAN PROVISIONS
By requesting an Automatic Withdrawal Plan, the applicant agrees to
the terms and conditions applicable to such plans, as stated below.
1. The Agent will administer the Automatic Withdrawal Plan
(the "Plan") as agent for the person (the "Planholder") who
executed the Plan authorization.
2. Certificates will not be issued for shares of the Fund purchased
for and held under the Plan, but the Agent will credit all such
shares to the Planholder on the records of the Fund. Any share
certificates now held by the Planholder may be surrendered
unendorsed to the Agent with the application so that the shares
represented by the certificate may be held under the Plan.
3. Dividends and distributions will be reinvested in shares of the
Fund at Net Asset Value without a sales charge.
4. Redemptions of shares in connection with disbursement payments
will be made at the Net Asset Value per share in effect at the
close of business on the last business day of the month or quarter.
5. The amount and the interval of disbursement payments and the
address to which checks are to be mailed may be changed, at any
time, by the Planholder on written notification to the Agent.
The Planholder should allow at least two weeks time in mailing
such notification before the requested change can be put in effect.
6. The Planholder may, at any time, instruct the Agent by written
notice (in proper form in accordance with the requirements of the
then current Prospectus of the Fund) to redeem all, or any part of,
the shares held under the Plan. In such case the Agent will redeem
the number of shares requested at the Net Asset Value per share in
effect in accordance with the Fund's usual redemption procedures
and will mail a check for the proceeds of such redemption to the
Planholder.
7. The Plan may, at any time, be terminated by the Planholder on
written notice to the Agent, or by the Agent upon receiving
directions to that effect from the Fund. The Agent will also
terminate the Plan upon receipt of evidence satisfactory to it
of the death or legal incapacity of the Planholder. Upon
termination of the Plan by the Agent or the Fund, shares
remaining unredeemed will be held in an uncertificated account
in the name of the Planholder, and the account will continue
as a dividend-reinvestment, uncertificated account unless and
until proper instructions are received from the Planholder,
his executor or guardian, or as otherwise appropriate.
8. The Agent shall incur no liability to the Planholder for any
action taken or omitted by the Agent in good faith.
9. In the event that the Agent shall cease to act as transfer agent
for the Fund, the Planholder will be deemed to have appointed
any successor transfer agent to act as his agent in administering
the Plan.
10.Purchases of additional shares concurrently with withdrawals are
undesirable because of sales charges when purchases are made.
Accordingly, a Planholder may not maintain this Plan while
simultaneously making regular purchases. While an occasional lump
sum investment may be made, such investment should normally be an
amount equivalent to three times the annual withdrawal or $5,000,
whichever is less.
<PAGE>
[Inside back cover]
FOUNDER, ADVISER AND ADMINISTRATOR
Aquila Management Corporation
380 Madison Avenue, Suite 2300
New York, New York 10017
INVESTMENT SUB-ADVISER
Ferguson, Wellman, Rudd, Purdy & Van Winkle, Inc.
888 SW Fifth Avenue, Suite 1200
Portland, OR 97204-2026
BOARD OF TRUSTEES
Lacy B. Herrmann, Chairman
Vernon R. Alden
David B. Frohnmayer
James A. Gardner
Diana P. Herrmann
Raymond H. Lung
John W. Mitchell
Richard C. Ross
OFFICERS
Lacy B. Herrmann, President
James M. McCullough, Senior Vice President
Diana P. Herrmann, Vice President
Sherri Foster, Vice President
Kerry Lemert, Vice President
Christine L. Neimeth, Vice President
Rose F. Marotta, Chief Financial Officer
Richard F. West, Treasurer
Edward M.W. Hines, Secretary
DISTRIBUTOR
Aquila Distributors, Inc.
380 Madison Avenue, Suite 2300
New York, New York 10017
TRANSFER AND SHAREHOLDER SERVICING AGENT
PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
CUSTODIAN
Bank One Trust Company, N.A.
100 East Broad Street
Columbus, Ohio 43271
INDEPENDENT AUDITORS
KPMG LLP
345 Park Avenue
New York, New York 10154
LEGAL COUNSEL
Hollyer Brady Smith Troxell
Barrett Rockett Hines & Mone LLP
551 Fifth Avenue
New York, New York 10176
<PAGE>
[Left column-Back Cover]
This Prospectus concisely states information about the Fund
that you should know before investing. A Statement of Additional
Information about the Fund dated July 30, 1999, (the "SAI") has
been filed with the Securities and Exchange Commission. The SAI
contains information about the Fund and its management not
included in this Prospectus. The SAI is incorporated by reference
in its entirety in this Prospectus. Only when you have read both
this Prospectus and the SAI are all material facts about the Fund
available to you.
You can get additional information about the Fund's
investments in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a
discussion of the market conditions and investment strategies
that significantly affected the Fund's performance during its
last fiscal year. You can get the SAI and the Fund's annual and
semi-annual reports without charge, upon request.
In addition, you can review and copy information about the
Fund (including the SAI) at the Public Reference Room of the SEC
in Washington, D.C. You can get information on the operation of
the SEC's public reference room by calling the SEC at
1-800-SEC-0330. You can get other information about the Fund at
the SEC's Internet site at http://www.sec.gov. You can get copies
of this information, upon payment of a duplicating fee, by
writing the Public Reference Section of the SEC, Washington, D.C.
20549-6009.
The file number under which the Fund is registered
with the SEC under the
Investment Company Act of 1940 is 811-4083.
TABLE OF CONTENTS
The Fund's Objective, Investment Strategies
and Main Risks...................................
Risk/Return Bar Chart and Performance Table .....
Fees and Expenses of the Fund...................
Investment of the Fund's Assets.................
Fund Management.................................
Net Asset Value Per Share........................
Purchases .......................................
Redeeming Your Investment........................
Dividends and Distributions......................
Tax Information..................................
Financial Highlights.............................
Application
[Right column-Back cover]
Aquila
[LOGO]
Aquila
Cascadia
Equity Fund
PROSPECTUS
One of The
Aquilasm Group Of Funds
PROSPECTUS
To receive a free copy of the Fund's SAI, annual or semi-annual
report, or other information about the Fund, or to make
shareholder inquiries call:
the Fund's Shareholder Servicing Agent at
888-322-7224 toll free
or you can write to:
PFPC Inc
400 Bellevue Parkway
Wilmington, DE 19809
For General Inquiries and Yield Information, call 888-322-7223 or
212-697-6666
This Prospectus should be read and retained for future reference
<PAGE>
AQUILA CASCADIA EQUITY FUND
380 Madison Avenue Suite 2300
New York, NY 10017
(888)-3-CASCADIA (888) 322-7223
212-697-6666
Statement
of Additional
Information July 30, 1999
This Statement of Additional Information (the "SAI") is not
a Prospectus. There are two Prospectuses for the Fund dated July
30, 1999: one Prospectus describes Front-Payment Class Shares
("Class A Shares") and Level-Payment Class Shares ("Class C
Shares") of the Fund and the other describes Institutional Class
Shares ("Class Y Shares") of the Fund. References in the SAI to
"the Prospectus" refer to either of these Prospectuses. The SAI
should be read in conjunction with the Prospectus for the class
of shares in which you are considering investing. Either or both
Prospectuses may be obtained from the Fund's Shareholder
Servicing Agent, PFPC Inc., by writing to it at: 400 Bellevue
Parkway, Wilmington, DE 19809 or by calling at the following
numbers:
888-322-7224 toll free
or from Aquila Distributors, Inc., the Fund's Distributor, by
writing to it at
380 Madison Avenue, Suite 2300, New York, New York 10017;
or by calling:
(888)-3-CASCADIA (888) 322-7223
or 212-697-6666
Financial Statements
The financial statements for the Fund for the year ended
March 31, 1999, which are contained in the Annual Report for that
fiscal year, are hereby incorporated by reference into the SAI.
Those financial statements have been audited by KPMG LLP,
independent auditors, whose report thereon is incorporated herein
by reference. The Annual Report of the Fund for the fiscal year
ended can be obtained without charge by calling any of the
toll-free numbers listed above. The Annual Report will be
delivered with the SAI.
TABLE OF CONTENTS
Fund History
Investment Strategies and Risks
Fund Policies
Management of the Fund
Ownership of Securities
Investment Advisory and Other Services
Brokerage Allocation and Other Practices
Capital Stock
Purchase, Redemption, and Pricing of Shares
Additional Tax Information
Underwriters
Performance
Appendix A
AQUILA CASCADIA EQUITY FUND
Statement of Additional Information
FUND HISTORY
The Fund is an open-end, diversified management investment
company originally organized in 1982 under the name Short Term
Asset Reserves, as a Massachusetts business trust. From that date
until 1993 it operated as a money market fund. In 1993 it ceased
operations. In 1996, its name was changed to Aquila Cascadia
Equity Fund.
INVESTMENT STRATEGIES AND RISKS
The Fund's investment objective is capital appreciation. The
Fund seeks to achieve this objective by investing primarily in
equity securities of companies having a significant business
presence in the general Investment Region of our country,
consisting of Oregon, Washington, Idaho, Utah, Nevada, Alaska and
Hawaii.
Convertible Securities
The Fund may invest up to 25% of its assets in convertible
securities, primarily of Investment Region Companies, if the
Sub-Adviser believes there is potential of capital growth through
the conversion option and greater investment income prior to
conversion. Only convertible securities rated investment grade by
a nationally recognized statistical rating organization will be
purchased. In general, there are nine separate credit ratings
ranging from the highest to the lowest quality standards for debt
obligations. Obligations rated within the four highest ratings
are considered "investment grade." Not more than 5% of the Fund's
net assets may be invested in such securities having the lowest
of the four investment grade ratings. Obligations rated in the
fourth such credit rating are considered by the rating agencies
to be of medium quality and thus may present investment risks not
present in more highly rated obligations. Such bonds lack
outstanding investment characteristics and may in fact have
speculative characteristics as well; changes in economic
conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is
the case for higher grade bonds. See below for a description of
these organizations and an explanation of their ratings.
A convertible security is a fixed-income security (a bond or
preferred stock) which may be converted at a stated price within
a specified period of time into a certain quantity of the common
stock of the same or a different issuer. Convertible securities
are senior to common stocks in a corporation's capital structure,
but are usually subordinated to similar nonconvertible
securities. While providing a fixed income stream (generally
higher in yield than the dividends received from a common stock
but lower than that afforded by a similar nonconvertible
security), a convertible security also affords the opportunity
through its conversion feature to participate in the capital
appreciation attendant upon a market price advance in the
convertible security's underlying common stock.
In general, the market value of a convertible security is at
least the higher of its "investment value" (i.e., its value as a
fixed-income security) or its "conversion value" (i.e., its value
upon conversion into its underlying common stock). As a
fixed-income security, a convertible security tends to increase
in market value when interest rates decline and tends to decrease
in value when interest rates rise. However, the price of a
convertible security is also influenced by the market value of
the security's underlying common stock. The price of a
convertible security tends to increase as the market value of the
underlying stock rises, whereas it tends to decrease as the
market value of the underlying stock declines. While no
securities investment is without some risk, investments in
convertible securities generally entail less risk than
investments in the common stock of the same issuer.
Warrants
The Fund may also invest up to 5% of its net assets, as
determined at time of purchase, in warrants of Investment Region
Companies. Warrants entitle the holder to purchase a fixed number
of shares of the common stock of the issuer at a fixed price
during certain specified times. The value of the warrants from
time to time depends upon the market evaluation of the likelihood
that exercise of the warrants would be economically advantageous
before they expire. The market price of warrants tends to be more
volatile than that of the underlying common stock.
Lending of Portfolio Securities
In order to generate additional income, the Fund may lend
portfolio securities, up to 25% of the net assets, to
broker-dealers, banks or other financial borrowers of securities.
As with other extensions of credit, there are risks of delay in
recovery or even loss of rights in the collateral should the
borrower of the securities fail financially. However, the Fund
will enter into loan arrangements only with broker-dealers,
banks, or other institutions which the Sub-Adviser has determined
are creditworthy under guidelines established by the Fund's Board
of Trustees and will receive collateral in the form of cash or
short-term U.S. Government securities equal at least to 100% of
the value of the securities loaned. The value of the collateral
and the securities loaned will be marked to market on a daily
basis. During the time portfolio securities are on loan, the
borrower pays the Fund an amount equivalent to any dividends or
interest paid on the securities and the Fund may invest the cash
collateral and earn additional income or receive an agreed upon
amount of interest income from the borrower. However, the amounts
received by the Fund may be reduced by any finders' fee paid to
broker-dealers and any other related expenses.
Borrowings by the Fund
The Fund can borrow money for temporary or emergency
purposes from a bank. The Fund will not borrow amounts in excess
of 10% of net assets and will not purchase securities if
borrowings are equal to or greater than 5% of net assets. The
Fund intends primarily to exercise such borrowing authority to
meet any abnormal level of shareholder redemptions and under
circumstances where redemptions exceed available cash.
Repurchase Agreements
The Fund may purchase securities subject to repurchase
agreements, provided that such securities consist entirely of
U.S. Government securities or securities that, at the time the
repurchase agreement is entered into, are rated in the highest
rating category by at least one nationally recognized statistical
rating organization. Repurchase agreements may be entered into
only with commercial banks or broker-dealers. Subject to the
control of the Board of Trustees, the Sub-Adviser will regularly
review the financial strength of all parties to repurchase
agreements with the Fund.
Under a repurchase agreement, at the time the Fund purchases
a security, the Fund also resells it to the seller and must
deliver the security (or securities substituted for it) to the
seller on an agreed-upon date in the future. (The securities so
resold or substituted are referred to herein as the "Resold
Securities.") The resale price is in excess of the purchase price
in that it reflects an agreed-upon market interest rate effective
for the period of time during which the Fund's money is invested
in the Resold Securities. The majority of these transactions run
from day to day, and the delivery pursuant to the resale
typically will occur within one to five days of the purchase.
Repurchase agreements can be considered as loans
"collateralized" by the Resold Securities, such agreements being
defined as "loans" in the Investment Company Act of 1940 (the
"1940 Act"). The return on such "collateral" may be more or less
than that from the repurchase agreement. The Resold Securities
under any repurchase agreement will be marked to market every
business day so that the value of the "collateral" is at least
equal to the resale price provided in the agreement, including
the accrued interest earned thereon, plus additional market value
as is considered necessary to provide a margin of safety. During
the term of the repurchase agreement, the Fund or its custodian
either has actual physical possession of the Resold Securities
or, in the case of a security registered in book entry system,
the book entry is maintained in the name of the Fund or its
custodian.
The Fund retains an unqualified right to possess and sell
the Resold Securities in the event of a default by the other
party. However, in the event of bankruptcy or other default by
the other party, there may be delays and expenses in liquidating
the Resold Securities, decline in their value and loss of
interest.
Shares of Investment Companies
The Fund may purchase shares of investment companies with
money market portfolios which are any of the money-market funds
in the Aquilasm Group of Funds. As of the date of the Prospectus,
these funds are Capital Cash Management Trust, Pacific Capital
Cash Assets Trust (Original Shares), Pacific Capital Tax-Free
Cash Assets Trust (Original Shares), Pacific Capital U.S.
Government Securities Cash Assets Trust (Original Shares) and
Churchill Cash Reserves Trust. The Fund will not purchase shares
of an investment company which imposes a sales or redemption
charge of any sort; however, an investment company in which the
Fund invests may have a distribution plan under which it may pay
for distribution expenses or services. Such investments will
ordinarily be made to provide additional liquidity and at the
same time to earn higher yields than are usually associated with
the overnight or short-term obligations in which the Fund might
otherwise invest for this purpose. While higher yields than those
of alternative investments may be obtainable, these yields will
reflect management fees and operating and distribution expenses
of the investment companies and will result in duplication of
management fees with respect to assets of the Fund so invested.
The Fund may not invest in the shares of investment companies if
immediately thereafter it has invested more than 10% of the value
of its total assets in such companies or more than 5% of the
value of its total assets in any one such company; it may not
invest in such a company if immediately thereafter it owns more
than 3% of the total outstanding voting stock of such a company.
Options Transactions
The Fund may purchase put and purchase and write (i.e.,
sell) call options for hedging purposes or in order to generate
additional income or for taking a position in a security deemed
attractive by the Sub-Adviser. The Fund will purchase or write
options only on equity securities that are traded on national
securities exchanges or that are listed on NASDAQ. The Fund may
purchase put and write call options only on equity securities
which are held in the Fund's investment portfolio or to close out
positions. Additionally, the Fund may purchase calls on
securities which are not in the Fund's portfolio or to close out
positions.
The Fund will not (a) write call options if immediately
after any such transaction, the aggregate value of the securities
underlying the calls would exceed 20% of the Fund's net assets,
or (b) purchase put or call options if, immediately after such
purchases, the premiums paid for all such options owned at the
time would exceed 5% of the Fund's net assets. The Fund will not
write put options except to close out positions.
While the Fund may engage in puts and calls to a limited
extent, there are certain risks associated with this activity
that are different than investing in the underlying securities
directly. Option transactions involve risks and transaction costs
which the Fund would not incur if it did not engage in option
transactions. If the Sub-Adviser's predictions of movements in
the direction of the securities markets are inaccurate, the
adverse consequences to the Fund may leave the Fund in a worse
position than if such strategies were not used. Risks inherent in
the use of options include dependence upon the Sub-Adviser's
ability to predict correctly movements in the direction of
securities prices and the possible absence of a liquid secondary
market for any particular instrument at any time.
Writing Covered Call Options
The Fund may write (sell) "covered" call options and
purchase options to close out options previously written by the
Fund to generate additional income from option premiums. This
premium income will serve to enhance the Fund's total return and
will reduce the effect of any price decline of the security
underlying the option. Covered call options will generally be
written on securities which, in the opinion of the Sub-Adviser,
are not expected to make any major price moves in the near future
but which, over the long term, are deemed to be attractive
investments for the Fund.
A call option gives the holder (buyer) the right to purchase
a security at a specified price (the exercise price) at any time
prior to a certain date (the expiration date). So long as the
obligation of the writer of a call option continues, he may be
assigned an exercise notice by the broker-dealer through whom
such option was sold, requiring him to deliver the underlying
security against payment of the exercise price. This obligation
terminates upon the expiration of the call option, or such
earlier time at which the writer effects a closing purchase
transaction by repurchasing the option which he previously sold.
To secure his obligation to deliver the underlying security in
the case of a call option, a writer is required to deposit in
escrow the underlying security or other assets in accordance with
the rules of the Options Clearing Corporation (OCC) and of the
Exchanges. The Fund will write only covered call options. This
means that the Fund will only write a call option on a security
which the Fund already owns. The Fund will not write call options
on when-issued securities.
Portfolio securities on which call options may be written
will be purchased solely on the basis of investment
considerations consistent with the Fund's investment objectives.
The writing of covered call options is a conservative investment
technique believed to involve relatively little risk (in contrast
to the writing of naked or uncovered options, which the Fund
will not do), but capable of enhancing the Fund's total return.
When writing a covered call option, the Fund, in return for the
premium, gives up the opportunity for profit from a price
increase in the underlying security above the exercise price, but
conversely retains the risk of loss should the price of the
security decline. Unlike one who owns securities not subject to
an option, the Fund has no control over when it may be required
to sell the underlying securities, since it may be assigned an
exercise notice at any time prior to the expiration date of its
obligation as a writer. If a call option which the Fund has
written expires, the Fund will realize a gain in the amount of
the premium; however, such gain may be offset by a decline in the
market value of the underlying security during the option period.
If the call option is exercised, the Fund will realize a gain or
a loss from the sale of the underlying security. The security
covering the call will be maintained in a segregated account. The
Fund does not consider a security covered by a call to be
"pledged" as that term is used in the Fund's policy which limits
the pledging or mortgaging of its assets.
The premium received is the market value of an option. The
premium the Fund will receive from writing a call option will
reflect, among other things, the current market price of the
underlying security, the relationship of the exercise price to
such market price, the historical price volatility of the
underlying security, and the length of the option period. In
determining whether a particular call option should be written on
a particular security, the Sub-Adviser will consider the
reasonableness of the anticipated premium and the likelihood that
a liquid secondary market will exist for those options. The
premium received by the Fund for writing covered call options
will be recorded as a liability of the Fund. This liability will
be adjusted daily to the option's current market value, which
will be the latest sale price at the time at which the net asset
value per share of the Fund is computed (close of the New York
Stock Exchange), or, in the absence of such sale, the latest
asked price. The option will be terminated upon expiration of the
option, the purchase of an identical option in a closing
transaction, or delivery of the underlying security upon the
exercise of the option.
Closing transactions will be effected in order to realize a
profit on an outstanding call option, to prevent an underlying
security from being called, or to permit the sale of the
underlying security. Furthermore, effecting a closing transaction
will permit the Fund to write another call option on the
underlying security with either a different exercise price or
expiration date or both. If the Fund desires to sell a particular
security from its portfolio on which it has written a call
option, or purchased a put option, it will seek to effect a
closing transaction prior to, or concurrently with, the sale of
the security. There is no assurance that the Fund will be able to
effect such closing transactions at a favorable price. If the
Fund cannot enter into such a transaction, it may be required to
hold a security that it might otherwise have sold, in which case
it would continue to be at market risk on the security. This
could result in higher transaction costs, including brokerage
commissions. The Fund will pay brokerage commissions in
connection with the writing of options to close out previously
written options. Such brokerage commissions are normally higher
than those applicable to purchases and sales of portfolio
securities.
If the writer of an option wishes to terminate the
obligation, he or she may effect a "closing purchase
transaction." This is accomplished by buying an option of the
same series as the option previously written. The effect of the
purchase is that the writer's position will be canceled by the
clearing corporation. However, a writer may not effect a closing
purchase transaction after he or she has been notified of the
exercise of an option. Similarly, an investor who is the holder
of an option may liquidate his or her position by effecting a
"closing sale transaction." This is accomplished by selling an
option of the same series as the option previously purchased.
There is no guarantee that either a closing purchase or a closing
sale transaction can be effected. To secure the obligation to
deliver the underlying security in the case of a call option, the
writer of the option (whether an exchange-traded option or a
NASDAQ option) is required to pledge for the benefit of the
broker the underlying security or other assets in accordance with
rules of the OCC, which is an institution created to interpose
itself between buyers and sellers of options. Technically, the
OCC assumes the other side of every purchase and sale transaction
on an exchange and, by doing so, guarantees the transaction.
Call options written by the Fund will normally have
expiration dates of less than nine months from the date written.
From time to time, the Fund may purchase an underlying security
for delivery in accordance with an exercise notice of a call
option assigned to it, rather than delivering such security from
its portfolio. In such cases additional brokerage commissions
will be incurred.
The Fund will realize a profit or loss from a closing
purchase transaction if the cost of the transaction is less or
more than the premium received from the writing of the option.
Because increases in the market price of a call option will
generally reflect increases in the market price of the underlying
security, any loss resulting from the repurchase of a call option
is likely to be offset in whole or in part by appreciation of the
underlying security owned by the Fund.
Federal Income Tax Treatment of Covered Call Options.
Expiration of an option or entry into a closing purchase
transaction will result in a capital gain. If the option is
"in-the-money" (i.e., the option strike price is less than the
market value of the security covering the option) at the time it
was written, any gain or loss realized as a result of the closing
purchase transaction will be long-term capital gain or loss, if
the security covering the option was held for more than 12 months
prior to the writing of the option. The holding period of the
securities covering an "in-the-money" option will not include the
period of time the option is outstanding. If the option is
exercised, the Fund will realize a gain or loss from the sale of
the security covering the call option, and in determining such
gain or loss the premium will be included in the proceeds of the
sale.
If the Fund writes options other than "qualified covered
call options," as defined in the Internal Revenue Code, any
losses on such options transactions, to the extent they do not
exceed the unrealized gains on the securities covering the
options, may be subject to deferral until the securities covering
the options have been sold. In addition, any options written
against securities other than stocks will be considered to have
been closed out at the end of the Fund's fiscal year and any
gains or losses will be recognized for tax purposes at that time.
Such gains or losses would be characterized as 60% long-term
capital gain or loss and 40% short-term capital gain or loss.
Purchasing Put Options
The Fund may purchase put options on an underlying security
owned by the Fund. As the holder of a put option, the Fund has
the right to sell the underlying security at the exercise price
at any time during the option period. The Fund may enter into
closing sale transactions with respect to such options, exercise
them or permit them to expire. The Fund may purchase put options
for defensive purposes in order to protect against an anticipated
decline in the value of its securities. The example of such use
of put options is provided below. The Fund will not purchase
options for leverage purposes.
The Fund may purchase a put option on an underlying security
(a "protective put") owned by the Fund as a defensive technique
in order to protect against an anticipated decline in the value
of its security. Such hedge protection is provided only during
the life of the put option when the Fund as the holder of the put
option is able to sell the underlying security at the put
exercise price regardless of any decline in the underlying
security's market price. For example, a put option may be
purchased in order to protect unrealized appreciation of a
security where the Sub-Adviser deems it desirable to continue to
hold the security because of tax considerations. The premium paid
for the put option and any transaction costs would reduce any
capital gain otherwise available for distribution when the
security is eventually sold.
The Fund will commit no more than 5% of its assets to
premiums when purchasing put options. The premium paid by the
Fund when purchasing a put option will be recorded as an asset of
the Fund. This asset will be adjusted daily to the option's
current market value, which will be the latest sale price at the
time at which the net asset value per share of the Fund is
computed (close of New York Stock Exchange), or, in the absence
of such sale, the latest bid price. The option will be terminated
upon expiration of the option, the selling (writing) of an
identical option in a closing transaction, or the delivery of the
underlying security upon the exercise of the option.
Writing Put Options
The Fund will not write put options except to close out
transactions as described above.
Purchasing Call Options
The Fund may purchase call options. As the holder of a call
option, the Fund has the right to purchase the underlying
security at the exercise price at any time during the option
period. The Fund may enter into closing sale transactions with
respect to such options, exercise them or permit them to expire.
The Fund may purchase call options for the purpose of increasing
its current return or avoiding tax consequences which could
reduce its current return. The Fund may also purchase call
options in order to acquire the underlying securities. Examples
of such uses of call options are provided below. The Fund will
not purchase options for leverage purposes.
Call options may be purchased by the Fund for the purpose of
acquiring the underlying securities for its portfolio. Utilized
in this fashion, the purchase of call options enables the Fund to
fix its cost of acquiring the securities directly. This technique
may also be useful to the Fund in purchasing a large block of
stock that would be more difficult to acquire by direct market
purchases. So long as it holds such a call option rather than the
underlying security itself, the Fund is partially protected from
any unexpected decline in the market price of the underlying
security and in such event could allow the call option to expire,
incurring a loss only to the extent of the premium paid for the
option.
The Fund will commit no more than 5% of its assets to
premiums when purchasing call options. The Fund may also purchase
call options on underlying securities it owns in order to protect
unrealized gains on call options previously written by it. A call
option would be purchased for this purpose where tax
considerations make it inadvisable to realize such gains through
a closing purchase transaction. Call options may also be
purchased at times to avoid realizing losses that would result in
a reduction of the Fund's current return. For example, where the
Fund has written a call option on an underlying security having
a current market value below the price at which such security was
purchased by the Fund, an increase in the market price could
result in the exercise of the call option written by the Fund and
the realization of a loss on the underlying security with the
same exercise price and expiration date as the option previously
written.
Risks Associated with Options Transactions
Option transactions involve risks and transaction costs
which the Fund would not incur if it did not engage in option
transactions. If the Sub-Adviser's predictions of movements in
the direction of the securities markets are inaccurate, the
adverse consequences to the Fund may leave the Fund in a worse
position than if such strategies were not used. Risks inherent in
the use of options include (i) dependence upon the Sub-Adviser's
ability to predict correctly movements in the direction of
securities prices; (ii) imperfect correlation between the price
of options and the movements in the prices of securities being
hedged; (iii) the fact that the skills needed to use these
strategies are different from those needed to select portfolio
securities; (iv) the possible absence of a liquid secondary
market for any particular instrument at any time; (v) the
possible need to defer closing out certain hedged positions to
avoid adverse consequences and (vi) the possible inability of the
Fund to purchase or sell portfolio securities at a time when it
would otherwise be favorable to do so, or the possible need for
the Fund to sell a portfolio security at a disadvantageous time,
because of the requirement for the Fund to maintain "cover" or to
segregate securities in connection with a hedging transaction.
Portfolio Turnover
A portfolio turnover rate is, in general, the percentage
computed by taking the lesser of purchases or sales of portfolio
securities for a year and dividing it by the monthly average
value of such securities during the year, excluding certain short
term securities. Since the turnover rate of the Fund will be
affected by a number of factors, the Fund is unable to predict
what rate the Fund will have in any particular period or periods,
although such rate is not expected to exceed 60%. The factors
which may affect the rate include (i) the possible necessary
sales of portfolio securities to meet redemptions; and (ii) the
possibility of purchasing or selling portfolio securities without
regard to the length of time they have been held to attempt to
take advantage of market opportunities and to avoid market
declines. Short-term trading increases portfolio turnover and
transaction costs.
FUND POLICIES
Investment Restrictions
The Fund has a number of policies concerning what it can and
cannot do. Those that are called fundamental policies cannot be
changed unless the holders of a "majority" (as defined in the
1940 Act) of the Fund's outstanding shares vote to change them.
Under the 1940 Act, the vote of the holders of a "majority" of
the Fund's outstanding shares means the vote of the holders of
the lesser of (a) 67% or more of the Fund's shares present at a
meeting or represented by proxy if the holders of more than 50%
of its shares are so present or represented; or (b) more than 50%
of the Fund's outstanding shares. Those fundamental policies not
set forth in the Prospectus are set forth below:
1. The Fund invests only in certain limited securities.
The Fund cannot buy any securities other than those
discussed under "Investment of the Fund's Assets" in the
Prospectus and "Investment Strategies and Risks" in the SAI;
therefore the Fund cannot buy any commodities or commodity
contracts, any mineral related programs or leases or combinations
thereof.
The Fund cannot purchase or hold the securities of any
issuer if, to its knowledge, any Trustee, Director or officer of
the Fund or its Sub-Adviser individually owns beneficially more
than 0.5% of the securities of that issuer and all such Trustees,
Directors and officers together own in the aggregate more than 5%
of such securities.
The Fund cannot buy real estate or any non-liquid interests
in real estate investment trusts; however, it can buy any
securities which it can otherwise buy even though the issuer
invests in real estate or has interests in real estate.
2. The Fund does not buy for control.
The Fund cannot invest for the purpose of exercising control
or management of other companies.
3. The Fund does not sell securities it does not own or borrow
from brokers to buy securities.
Thus, it cannot sell short or buy on margin; however, the
Fund can make margin deposits in connection with the purchase or
sale of options and can pay premiums on these options.
4. The Fund is not an underwriter.
The Fund cannot engage in the underwriting of securities,
that is, the selling of securities for others. Also, it cannot
invest in restricted securities. Restricted securities are
securities which cannot freely be sold for legal reasons.
5. The Fund has industry investment requirements.
The Fund cannot buy securities in any one industry if more
than 25% of its total assets would then be invested in securities
of that industry.
6. The Fund can make loans only by lending securities or entering
into repurchase agreements.
The Fund can lend its portfolio securities and can enter
into repurchase agreements but cannot otherwise make loans. The
Fund can buy debt securities as described above; this is
investing, not making a loan.
7. The Fund can borrow only in limited amounts for special
purposes.
The Fund can borrow from banks for temporary or emergency
purposes but only up to 10% of its total assets. It can mortgage
or pledge its assets only in connection with such borrowing and
only up to the lesser of the amounts borrowed or 5% of the value
of its total assets. Interest on borrowings would reduce the
Fund's income.
Except in connection with borrowings, the Fund will not
issue senior securities.
The Fund will not purchase any security while it has any
outstanding borrowings which exceed 5% of the value of its total
assets.
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 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.
Trustees and Officers
The Trustees and officers of the Fund, their ages, their
affiliations, if any, with the Adviser or the Distributor and
their principal occupations during at least the past five years
are set forth below. None of the Trustees or officers of the Fund
is affiliated with the Sub-Adviser. 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 Adviser and the
Distributor. Ms. Herrmann is an interested person of the Fund as
an officer of the Fund and of the Adviser and as a shareholder of
the Distributor. Each is also an interested person as a member of
the immediate family of the other. They are so designated by an
asterisk.
In the following material Pacific Capital Cash Assets Trust,
Churchill Cash Reserves Trust, Pacific Capital U.S. Government
Securities Cash Asset Trust, Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money market fund, are together with
Capital Cash Management Trust ("CCMT"), 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 (this Fund) and Aquila
Rocky Mountain Equity Fund are called the "Aquila Equity Funds."
(1) (2) (3)
Name, Address, Age Positions(s) Principal
Held with Occupation(s)
Fund During
Past 5 Years
Lacy B. Herrmann* Chairman Founder and Chairman of
380 Madison Avenue of the the Board of Aquila
New York, New York Board of Management Corporation,
10017 Trustees the sponsoring
Age: 70 organization and
Manager or Administrator
and/or Adviser or
Sub-Adviser to the Aquila
Money Market Funds, the
Aquila Bond Funds and the
Aquila Equity Funds, and
Founder, Chairman of the
Board of Trustees and
(currently or until 1998)
President of each since
its establishment,
beginning in 1984; Vice
President and Director,
and formerly Secretary,
of Aquila Distributors,
Inc., distributor of the
above funds, since 1981;
President and a Director
of STCM Management
Company, Inc., sponsor
and sub-adviser to CCMT;
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.
Vernon R. Alden Trustee Director of Sonesta
20 Park Plaza, Suite 1010 International Hotels
Boston, Massachusetts Corporation Boston,
02116 Massachusetts and
Age: 76 Independent General
Partner of the Merrill
Lynch-Lee Funds; Former
Director of
Colgate-Palmolive
Company, Digital
Equipment Corporation,
Intermet Corporation, The
McGraw Hill and The Mead
Corporation; Chairman of
the Board and Executive
Committee of The Boston
Company, Inc., a
financial services
company, 1969-1978;
Trustee of Tax-Free Trust
of Oregon since 1988, of
Hawaiian Tax-Free Trust,
Pacific Capital Cash
Assets Trust, Pacific
Capital Tax-Free Cash
Assets Trust and Pacific
Capital U.S. Government
Securities Cash Assets
Trust since 1989, of
Cascades Cash Fund,
1989-1994, of
Narragansett Insured
Tax-Free Income Fund
since 1992, and of Aquila
Cascadia Equity Fund
(this Fund) since 1996;
Associate Dean and member
of the faculty of Harvard
University Graduate
School of Business
Administration,
1951-1962; member of the
faculty and Program
Director of Harvard
Business School
-University of Hawaii
Advanced Management
Program, summer of 1959
and 1960; President of
Ohio University,
1962-1969; Chairman of
The Japan Society of
Boston, Inc., and member
of several Japan-related
advisory councils;
Chairman of the
Massachusetts Business
Development Council and
the Massachusetts Foreign
Business Council,
1978-1983; Trustee
Emeritus, Boston Symphony
Orchestra; Chairman of
the Massachusetts Council
on the Arts and
Humanities, 1972-1984;
Member of the Board of
Fellows of Brown
University, 1969-1986;
Trustee of various other
cultural and educational
organizations; Honorary
Consul General of the
Royal Kingdom of
Thailand; Received
Decorations from the
Emperor of Japan (1986)
and the King of Thailand
(1996 and 1997).
David Frohnmayer Trustee President, University of
1226 University of Oregon Oregon since 1994;
Eugene, OR 97403-1226 Dean of the University of
Age: 59 Oregon Law
School,1992-1994;
Attorney General of the
State of Oregon,
1981-1991; Trustee of
Aquila Cascadia Equity
Fund (this Fund) since
1997.
James A. Gardner Trustee President of Gardner
Vandervert Ranch Associates,an investment
Vandervert Road and real estate firm,
Bend, Oregon 97707 since 1970; Emeritus of
Age: 56 Lewis and Clark College
and Law School since 1989
and President, 1981-1989;
Program Officer and
County Representative of
the Ford Foundation,
1969-1981; Lecturer and
Assistant Director of
Admissions of Harvard
College, 1968-1969;
Member of the Oregon
Young Presidents
Organization since 1983;
Member of the Council on
Foreign Relations since
1988; Founding Member of
the Pacific Council since
1995; Trustee of Tax-Free
Trust of Oregon since
1986 and of Cascades Cash
Fund, 1989-1994; Trustee
of Aquila Cascadia Equity
Fund (this Fund) since
1996; Director of the
Oregon High Desert Museum
since 1989; active in
civic, business,
educational and church
organizations in Oregon.
Diana P. Herrmann,* Trustee, President and Chief
380 Madison Avenue Operating Officer of the
New York, New York Vice Adviser since 1997, a
10017 President Director since 1984,
Age: 41 Secretary since 1986 and
previously its Executive
Vice President, Senior
Vice President or Vice
President, 1986-1997;
President of various
Aquila Bond and
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 since
1999 and Reserve Private
Equity Series since 1998;
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.
Raymond H. Lung* Trustee Retired; Trustee of
16199 N.W. Canterwood Qualivest Group of Funds
Way since 1994; Executive
Portland, Oregon 97229 Vice President and
Age: 72 Executive Trust Officer
of U.S. National Bank of
Oregon, 1989-1991; Senior
Vice President and
Executive Trust Officer,
1980-1989; various other
management positions,
1954-1980; Member of
Executive Committee,
Trust Division, American
Bankers Association,
1986-1988; Director of
Pacific Securities
Depository Trust Company
and Pacific Clearing
Corporation (subsidiaries
of the Pacific Stock
Exchange), 1980-1987;
Director of Collins Pine
Company and Ostrander
Companies (lumber and
oil), 1980-1990; Trustee
of Tax-Free Trust of
Oregon since 1992, of
Cascades Cash Fund,
1992-1994 and of Aquila
Cascadia Equity Fund
(this Fund) since 1996.
John W. Mitchell* Trustee Economist, Western
P.O. Box 40012 Region, M & H Portland,
Oregon 97240-0012 Economic Consultants
Age: 55 U. S. Bancorp since 1998;
Chief Economist, U.S.
Bancorp, Portland,
Oregon, 1983-1998;
Member, Oregon Governor's
Council of Economic
Advisors 1984-1998;
Chairman, Oregon
Governor's Technical
Advisory Committee for
Tax Review in 1998;
Trustee of Aquila
Cascadia Equity Fund
(this Fund) and Tax Free
Trust of Oregon since
1999.
Richard C. Ross Trustee President of Richard Ross
510 SW Country Club Road Communications, a
Lake Oswego, consulting firm, since
Oregon 97034 1986; Senior Age: 78
communications consultant to Pihas,
Schmidt, Westerdahl, advertising
and public relations, 1986-1988;
Executive News Director of KATU
Television, 1975-1986; News
Director of KGW-TV, 1956-1975;
Trustee of Tax-Free Trust of Oregon
since 1988 and of Aquila Cascadia
Equity Fund (this Fund) since 1996;
Director of the Portland Rose
Festival since 1972; Director of
the Greater Portland Convention &
Visitors Association, 1982-1985;
Director of the Portland Chamber of
Commerce, 1971-1980; President of
the Oregon chapter of the National
Multiple Sclerosis Society,
1984-1986; Director of the Meridian
Park Hospital Foundation,
1984-1987; Chairman of the
Broadcasters Group of the
Bar-Press-Broadcasters professional
relations committee, 1964-1984;
Former President of the Rotary Club
of East Portland and currently a
Director of Goodwill Industries,
Metropolitan Youth Symphony and the
Lake Oswego Community Theatre.
James M. McCullough Senior Senior Vice President of
4200 144th Lane SE Vice Aquila Cascadia Equity
Bellevue, WA 98006 President Fund (this Fund) and Tax-Free Trust
Age: 54 of Oregon since 1999; Director of
Fixed Income Institutional Sales,
CIBC Oppenheimer & Co. Inc.,
Seattle, WA, 1995-1999; Sales
Manager, Oregon Municipal Bond,
Kidder, Peabody, Inc., Portland,
OR, 1994-1995.
Sherri Foster Vice Senior Vice President of
100 Ridge Road President Hawaiian Tax-Free
Suite 1813-15 Trust since 1993,
Lahaina, Hawaii 96761 President, Vice
Age: 49 President, 1988-1992 and Assistant
Vice President, 1985-1988;
Assistant Vice President of Pacific
Capital Cash Assets Trust since
1985 and of Pacific Capital
Tax-Free Cash Assets Trust and
Pacific Capital U.S. Government
Securities Cash Assets Trust since
1988; Vice President of Aquila
Cascadia Equity Fund (this Fund)
since 1998; Registered
Representative of the Distributor
since 1985; Realtor-Associate of
Tom Soeten Realty; Sherian Bender
Realty, successor to John Wilson
Enterprises, 1983-1998; Executive
Secretary of the Hyatt Regency,
Maui, 1981-1983.
Christine L. Neimeth, Vice Vice President of Aquila
2201 Lloyd Center, President Cascadia Equity Fund
Portland, Oregon 97232 (this Fund) and Tax Free
Age: 35 Trust of Oregon since 1998;
Management Information Systems
consultant, Hillcrest Ski and
Sport, 1997; Institutional
Municipal Bond Salesperson, Pacific
Crest Securities, 1996;
Institutional Bond Broker, Hilliard
Farber and Company 1991-1995; Bond
Trader, Bear Stearns and Company,
1989-91. Active in college alumni
and volunteer organizations.
Rose F. Marotta Chief Chief Financial Officer
380 Madison Avenue, Financial of the Aquila Money-
New York, New York Officer Market, Bond and Equity
10017 Funds since 1991 and
Age: 75 Treasurer, 1981-1991; formerly
Treasurer of the predecessor of
CCMT; Treasurer and Director of
STCM Management Company, Inc.,
since 1974; Treasurer of Trinity
Liquid Assets Trust, 1982-1986 and
of Oxford Cash Management Fund,
1982-1988; Treasurer of InCap
Management Corporation since 1982,
of the Adviser since 1984 and of
the Distributor since 1985.
Richard F. West, Treasurer Treasurer of the Aquila
380 Madison Avenue, Money-Market, Bond and New York,
New York 10017 Equity Funds and of
Age: 63 Aquila Distributors,Inc. since
1992; Associate Director of Furman
Selz Incorporated, 1991-1992; Vice
President of Scudder, Stevens &
Clark, Inc. and Treasurer of
Scudder Institutional Funds,
1989-1991; Vice President of Lazard
Freres Institutional Funds Group,
Treasurer of Lazard Freres Group of
Investment Companies and HT Insight
Funds, Inc., 1986-1988; Vice
President of Lehman Management Co.,
Inc. and Assistant Treasurer of
Lehman Money Market Funds,
1981-1985; Controller of Seligman
Group of Investment Companies,
1960-1980.
Edward M. W. Hines, Secretary Partner of Hollyer Brady
551 Fifth Avenue, Smith Troxell Barrett
New York, New York 10176 Rockett Hines & Mone
Age: 59 LLP, attorneys, since
1989 and counsel,
1987-1989; Secretary of
the Aquila Money-Market,
Bond and Equity Funds
since 1982; Secretary of
Trinity Liquid Assets
Trust, 1982-1985 and
Trustee of that Trust,
1985-1986; Secretary of
Oxford Cash Management
Fund, 1982-1988.
John M. Herndon, Assistant Assistant Secretary of
380 Madison Avenue, Secretary the Aquila Money-Market,
New York, New York Bond and Equity Funds
10017 since 1995 and Vice
Age: 59 President of the Aquila
Money-Market Funds since
1990; Vice President of
the Adviser since 1990;
Investment Services
Consultant and Bank
Services Executive of
Wright Investors'
Service, a registered
investment adviser,
1983-1989; Member of the
American Finance
Association, the Western
Finance Association and
the Society of
Quantitative Analysts.
Trustee Compensation
The Fund does not currently pay fees to any of the Fund's
officers or to Trustees affiliated with the Adviser or the
Sub-Adviser. For its fiscal year ended March 31, 1999, the Fund
paid a total of $10,415 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 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.
Total
Compensation Number of
Aggregate from all boards on
Compensation funds in the which the
Name and from the Aquilasm Trustee
Title Fund Group now serves
Vernon R.
Alden $1,780 $53,118 7
Warren C.
Coloney $1,250 $10,150 2
David
Frohnmayer $1,200 $ 8,750 2
James A.
Gardner $1,200 $ 8,545 2
Raymond H.
Lung $2,188 $11,288 2
John
Mitchell $0 $ 1,250 2
Richard C.
Ross $1,700 $10,302 2
Class A Shares may be purchased without a sales charge by
certain the Fund's Trustees and officers. (See "Reduced Sales
Charges for Class A Shares," below.)
OWNERSHIP OF SECURITIES
Of the shares of the Fund outstanding on May 12, 1999,
Merrill Lynch Pierce Fenner & Smith, Inc., P.O. Box 30561, New
Brunswick, NJ, held of record 81,755 Class A Shares (63.4% of the
class), 80,645 Class C Shares (95% of the class) and 123,175
Class Y Shares (16.8% of the class). On the basis of information
received from the holder, the Fund's management believes that all
of the shares indicated are held for the benefit of clients.
Union Bank of California (a nominee) P.O. Box 109, San Diego,
California held of record 180,700 Class Y Shares (24.6% of the
class), U.S. Bank N.A., Custodian for Oregon SW Painter held of
record 110,865 Class Y Shares (15.1% of the class) and Currie &
Co. (a nominee), P.O. Box 3199 held of record 64,254 Class Y
Shares (8.7% of the class). The Fund's management is not aware of
any other person beneficially owning more than 5% of its
outstanding shares as of such date.
Management Ownership
As of the date of this SAI, all of the Trustees and officers
as a group owned less than 1% of its outstanding shares.
INVESTMENT ADVISORY AND OTHER SERVICES
Information about the Adviser, the Sub-Adviser and the
Distributor
The Fund's Adviser is founder and Manager and/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, 1998, these funds had aggregate assets
of approximately $3.2 billion. The Adviser, which was founded in
1984, is controlled by Mr. Lacy B. Herrmann, directly, through a
trust and through share ownership by his wife.
Mr. Herrmann and Ms. Herrmann are affiliated with the Fund
as officers and Trustees. Mr. Herrmann controls the Adviser, as
described above, and Ms. Herrmann is an officer and a director of
the Adviser.
Information as to the Advisory and Administration Agreement
The Advisory and Administration Agreement (the "Advisory
and Administration Agreement") between Aquila Management
Corporation, as Adviser and Administrator, and the Fund contains
the provisions described below in addition to those described in
the Prospectus.
Subject to the control of the Fund's Board of Trustees, the
Adviser provides all administrative services to the Fund other
than those relating to its investment portfolio handled by the
Sub-Adviser under the Sub-Advisory Agreement; as part of such
duties, the Adviser (i) provides office space, personnel,
facilities and equipment for the performance of the following
functions and for the maintenance of the Fund's headquarters;
(ii) oversees all relationships between the Fund and its transfer
agent, custodian, legal counsel, auditors and principal
underwriter, including the negotiation, subject to the approval
of the Fund's Board of Trustees, of agreements in relation
thereto, the supervision and coordination of the performance of
such agreements, and the overseeing of all administrative matters
which are necessary or desirable for effective operation and for
the sale, servicing, or redemption of the Fund's shares; (iii)
either keeps the accounting records of the Fund, including the
computation of net asset value per share and the dividends
(provided that daily pricing of the Fund's portfolio is the
responsibility of the Sub-Adviser under the Sub-Advisory
Agreement) or, at its expense and responsibility, delegates such
duties in whole or in part to a company satisfactory to the Fund;
(iv) maintains the Fund's books and records and prepares (or
assists counsel and auditors in the preparation of) all required
proxy statements, reports to shareholders and Trustees, reports
to and other filings with the Securities and Exchange Commission
and any other governmental agencies, and tax returns, and
oversees the Fund's insurance relationships; (v) prepares, on the
Fund's behalf and at its expense, such applications and reports
as may be necessary to register or maintain the Fund's
registration or that of its shares under the securities or
"Blue-Sky" laws of all such jurisdictions as may be required from
time to time; and (vi) responds to any inquiries or other
communications from shareholders and broker-dealers, or if any
such inquiry or communication is more properly to be responded to
by the Fund's shareholder servicing and transfer agent or
distributor, oversees such shareholder servicing and transfer
agent's or distributor's response thereto. Since the Fund pays
its own legal and audit expenses, to the extent that the Fund's
counsel and accountants prepare or assist in the preparation of
prospectuses, proxy statements and reports to shareholders, the
costs of such preparation or assistance are paid by the Fund.
The Advisory and Administration Agreement further provides
with respect to advisory services that subject to the direction
and control of the Board of Trustees of the Fund, the Adviser
shall review with the Sub-Adviser the investment activities of
the Fund and in conjunction with the Sub-Adviser shall make such
periodic reports to the Board of Trustees of the Fund as may be
appropriate, and in addition, the Adviser shall provide such
advisory services to the Fund, in addition to those services
provided by the Sub-Adviser, as the Adviser deems appropriate; as
part of any such services, the Adviser shall at its discretion:
(i) provide the Sub-Adviser and the Fund with overall market
analysis; (ii) provide the Sub-Adviser and the Fund with material
relevant to the investment of the assets of the Fund in
securities of issuers in various states; (iii) provide the
Sub-Adviser and the Fund such other investment advice as it
considers necessary or appropriate; (iv) consult with the
Sub-Adviser in connection with the Sub-Adviser's duties under the
Sub-Advisory Agreement; and (v) otherwise assist the Sub-Adviser,
and itself directly act (in coordination with the Sub-Adviser and
as may be agreed among them with respect to a portion of, or all
of, the Fund's portfolio), to (A) supervise continuously the
investment program of the Fund and the composition of its
portfolio; (B) determine what securities shall be purchased or
sold by the Fund; and (C) arrange for the purchase and the sale
of securities held in the portfolio of the Fund.
The Advisory and Administration Agreement further provides
with respect to possible advisory services that subject to the
direction and control of the Board of Trustees of the Fund, in
the event of the termination of the Sub-Advisory Agreement, the
Adviser shall act as managerial investment adviser to the Fund
with respect to the investment of the Fund's assets, and
supervise and arrange the purchase of securities for and the sale
of securities held in the portfolio of the Fund, and the fee
payable to the Adviser shall be increased to the amount provided
in sub-section 4(b) thereof, provided, however, that (i) within
two weeks of notice of termination of the Sub-Advisory Agreement
being delivered by the Fund or by the Sub-Adviser, or termination
of the Sub-Advisory Agreement for any other reason, or within
such longer period as shall have been specified by the Board of
Trustees, the Adviser shall have provided the Board of Trustees
information of the kind required in connection with annual
renewal of agreements under Section 15(c) of the Act, and (ii)
within thirty days of the termination of the Sub-Advisory
Agreement, the assumption of such duties by the Adviser shall
have been approved by a vote of the Trust's Board of Trustees,
including a vote of a majority of the Trustees who are not
parties to this Agreement or "interested persons" (as defined in
the Act) of any such party, with votes cast in person at a
meeting called for the purpose of voting on such approval.
In the event that the Adviser assumes such duties, it shall
(i) supervise continuously the investment program of the Fund and
the composition of its portfolio; (ii) determine what securities
shall be purchased or sold by the Fund; (iii) arrange for the
purchase and the sale of securities held in the portfolio of the
Fund; and (iv) at its expense provide for pricing of the Fund's
portfolio daily using a pricing service or other source of
pricing information satisfactory to the Fund and, unless
otherwise directed by the Board of Trustees, provide for pricing
of the Fund's portfolio at least quarterly using another such
source satisfactory to the Fund.
In the event that the Adviser has assumes the duties of
managerial investment adviser to the Fund with respect to
investment of the Fund's assets hereof following approval by the
Fund's Board of Trustees, the Fund shall pay the Adviser, and the
Adviser shall accept as full compensation for all services
rendered thereunder, a fee payable monthly and computed on the
net asset value of the Fund at the end of each business day at
the annual rate of 1.50% of such net asset value on net assets of
the Fund up to $15,000,000, 1.20% on net assets of the Fund above
$15,000,000 to $50,000,000 and 0.90 of 1% of the Fund's net
assets above $50,000,000.
In the event of termination of the Sub-Advisory Agreement,
if the Adviser does not elect to assume the duties of managerial
investment adviser or if its election as managerial investment
adviser is not approved by the Board of Trustees, the Adviser
shall act as acting investment adviser until a new investment
adviser has been appointed. In such event, the Fund shall pay the
Adviser an amount in addition to the amounts it is being paid for
advisory and administrative services as described in the
Prospectus, which does not exceed its costs for its services as
acting managerial investment adviser, but in no event more that
the amounts set forth in the preceding paragraph.
The Advisory and Administration Agreement contains
provisions as to the Adviser's allocation of the portfolio
transactions of the Fund similar to those in the Sub-Advisory
Agreement.
The Advisory and Administration Agreement may be terminated
at any time without penalty by the Adviser upon sixty days'
written notice to the Fund and the Sub-Adviser; it may be
terminated by the Fund at any time without penalty upon giving
the Adviser sixty days' written notice, provided that such
termination by the Fund shall be directed or approved by a vote
of a majority of the Trustees in office at the time, including a
majority of the Trustees who are not interested persons of the
Fund. The Advisory and Administration Agreement will otherwise
continue indefinitely. In either case the notice provision may be
waived. The Advisory and Administration Agreement contains a
provision under which the Adviser agrees that it will not
exercise its termination rights for at least two years from the
effective date of the Agreement except for regulatory reasons.
The expense limitation referred to in the Prospectus, if in
effect, is implemented monthly so that at no time is there any
unpaid liability under the limitation, subject to readjustment
during the year.
The Advisory and Administration Agreement provides that the
Adviser shall not be liable for any error in judgement or for any
loss suffered by the Fund in connection with the matters to which
the Advisory and Administration Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence
of the Adviser in the performance of its duties, or from reckless
disregard by it of its obligations and duties under the Advisory
and Administration Agreement. The Fund agrees to indemnify the
Adviser to the full extent permitted by the Declaration of Trust.
Additional Information as to the Sub-Advisory Agreement
The Investment Sub-Advisory Agreement (the "Sub-Advisory
Agreement") between the Fund and Ferguson, Wellman, Rudd, Purdy &
Van Winkle, Inc. (the "Sub-Adviser") contains the provisions
described below, in addition to those described in the
Prospectus.
The Sub-Advisory Agreement may be terminated by the
Sub-Adviser at any time without penalty upon giving the Fund
sixty days' written notice, and may be terminated by the Fund at
any time without penalty upon giving the Sub-Adviser sixty days'
written notice, provided that such termination by the Fund shall
be directed or approved by the vote of a majority of all its
Trustees in office at the time or by the vote of the holders of a
majority (as defined in the 1940 Act) of its voting securities at
the time outstanding and entitled to vote; it automatically
terminates in the event of its assignment (as so defined).
However, in the Sub-Advisory Agreement, the Sub-Adviser agrees
that it will not exercise its termination rights for at least two
years from the effective date of the Sub-Advisory Agreement,
except for regulatory reasons.
The expense limitation referred to in the Prospectus, if in
effect, is implemented monthly so that at no time is there any
unpaid liability under the limitation, subject to readjustment
during the year.
The Sub-Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, the Sub-Adviser is not
liable for any loss sustained by the adoption of any investment
policy or the purchase, sale or retention of any security and
permits the Sub-Adviser to act as investment adviser for any
other person, firm or corporation. The Fund agrees to indemnify
the Sub-Adviser to the full extent permitted under the Fund's
Declaration of Trust.
The Sub-Advisory Agreement contains the following provisions
as to the Fund's portfolio transactions. In connection with its
duties to arrange for the purchase and sale of the Fund's
portfolio securities, the Sub-Adviser shall select such
broker-dealers ("dealers") as shall, in the Sub-Adviser's
judgment, implement the policy of the Fund to achieve "best
execution," i.e., the most favorable price and efficient
execution, and accordingly shall seek to execute each transaction
at a price and commission, if any, which provide the most
favorable total cost or proceeds reasonably attainable in the
circumstances. The Fund understands that purchases from
underwriters include a commission or concession paid by the
issuer to the underwriter and that principal transactions placed
through dealers include a spread between the bid and asked
prices. In allocating transactions to dealers, the Sub-Adviser is
authorized to consider, in determining whether a particular
dealer will provide best execution, the dealer's reliability,
integrity, financial condition and risk in positioning the
securities involved, as well as the difficulty of the transaction
in question, and thus need not pay the lowest spread or
commission available if the Sub-Adviser determines in good faith
that the amount of commission is reasonable in relation to the
value of the brokerage and research services provided by the
dealer, viewed either in terms of the particular transaction or
the Sub-Adviser's overall responsibilities. If, on the foregoing
basis, the transaction in question could be allocated to two or
more dealers, the Sub-Adviser is authorized, in making such
allocation, to consider (i) whether a dealer has provided
research services, as further discussed below; and (ii) whether a
dealer has sold shares of the Fund. Such research may be in
written form or through direct contact with individuals and may
include quotations on portfolio securities and information on
particular issuers and industries, as well as on market, economic
or institutional activities. The Fund recognizes that no dollar
value can be placed on such research services or on execution
services and that such research services may or may not be useful
to the Fund and may be used for the benefit of the Sub-Adviser or
its other clients.
The Sub-Advisory Agreement states that it is agreed that the
Sub-Adviser shall have no responsibility or liability for the
accuracy or completeness of the Fund's Registration Statement
under the Securities Act of 1933 and the 1940 Act, except for the
information supplied by the Sub-Adviser for inclusion therein.
Advisory and Administration and Sub-Advisory Fees
Under the Advisory and Administration Agreement and the
Sub-Advisory Agreement, the Fund pays fees to the Adviser and
Sub-Adviser which are payable monthly and computed on the net
asset value of the Fund at the end of each business day at
different levels, depending on the net assets of the Fund. The
aggregate annual rate of the fees payable with respect to net
assets at different levels are set forth in the following table:
Aggregate Annual Rates
Advisory and
Fund Net Assets Administration Fee Sub-Advisory Fee Total
Up to $15 million 0.80 of 1% 0.70 of 1% 1.50%
$15 million up to
$50 million 0.65 of 1% 0.55 of 1% 1.20%
Above $50 million 0.50 of 1% 0.40 of 1% 0.90%
The Adviser and the Sub-Adviser may each waive all or part
of their respective fees during the early development phase of
the Fund. The combined fees paid by the Fund to the Adviser and
the Sub-Adviser are higher than those paid by most other
investment companies. In authorizing such fees, the Board of
Trustees considered a number of factors, including the
difficulties of managing a portfolio oriented primarily to the
Investment Region, and the expertise with respect to that area
possessed by both the Adviser and the Sub-Adviser.
The Adviser and Sub-Adviser have each agreed that their
respective fees shall be reduced, but not below zero, by an
amount equal to their respective pro-rata portions (based upon
the aggregate fees of the Adviser and the Sub-Adviser) of the
amount, if any, by which the total expenses of the Fund in any
fiscal year, exclusive of taxes, interest, and brokerage fees,
exceed the most restrictive expense limitation imposed upon the
Fund in the states in which shares are then eligible for sale. At
the present time none of the states in which the Fund's shares
will be sold have any such limitation.
During the fiscal years ended March 31, 1999, 1998 and 1997,
the Fund accrued fees to the Adviser and Sub-Adviser as follows:
Adviser Sub-Adviser
1999 $120,240 $105,115
waived: $50,196 $35,072
1998 $105,152 $91,986
waived: $72,874 $59,708
1997(1) $18,520 $16,205
waived: $18,520 $16,205
In addition, the other direct operating expenses of the Fund
during this period were reimbursed in the amount of $40,009
(1) From commencement of operations on July 23, 1996.
Aquila Distributors, Inc. 380 Madison Avenue, Suite 2300,
New York, NY 10017 is the Fund's Distributer. 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 72% by Mr. Herrmann
and other members of his immediate family, 24% by Diana P.
Herrmann and the balance by an officer of the Distributor.
Underwriting Commissions
During the fiscal years ended March 31, 1999, 1998 and 1997,
the aggregate dollar amount of sales charges on sales of shares
in the Fund was $2,388, $20,920 and $50,277 respectively, and the
amount retained by the Distributor was $290, $3,253 and $593
respectively.
In connection with sales of Class A Shares, the Distributor
pays a portion of the sales charge on such shares to dealers in
the form of discounts and to brokers in the form of agency
commissions (together, "Commissions"), in amounts that vary with
the size of the sales charge as follows:
Commissions
Sales Charge as as
Percentage of Public Percentage of
Amount of Purchase Offering Price Offering Price
Less than $50,000 4.25% 3.75%
$50,000 but less
than $100,000 4.00% 3.50%
$100,000 but less
than $250,000 3.50% 3.25%
$250,000 but less
than $500,000 2.50% 2.25%
$500,000 but less
than $1,000,000 1.50% 1.25%
Distribution Plan
The Fund's Distribution Plan has three parts, relating
respectively to distribution payments with respect to Class A
Shares (Part I), to distribution payments relating to Class C
Shares (Part II) and to certain defensive provisions (Part III).
Provisions Relating to Class A Shares (Part I)
At the date of the Additional Statement, most of the
outstanding shares of the Fund would be considered Qualified
Holdings of various broker-dealers unaffiliated with the Adviser
or the Distributor. The Distributor will consider shares which
are not Qualified Holdings of such unrelated broker-dealers to be
Qualified Holdings of the Distributor and will authorize
Permitted Payments to the Distributor with respect to such shares
whenever Permitted Payments are being made under the Plan.
Part I of the Plan applies only to the Front-Payment Shares
Class ("Class A Shares") of the Fund (regardless of whether such
class is so designated or is redesignated by some other name).
As used in Part I of the Plan, "Qualified Recipients" shall
mean broker-dealers or others selected by Aquila Distributors,
Inc. (the "Distributor"), including but not limited to any
principal underwriter of the Fund, with which the Fund or the
Distributor has entered into written agreements in connection
with Part I ("Class A Plan Agreements") and which have rendered
assistance (whether direct, administrative, or both) in the
distribution and/or retention of the Fund's Front-Payment Shares
or servicing of shareholder accounts with respect to such shares.
"Qualified Holdings" shall mean, as to any Qualified Recipient,
all Front-Payment Class Shares beneficially owned by such
Qualified Recipient, or beneficially owned by its brokerage
customers, other customers, other contacts, investment advisory
clients, or other clients, if the Qualified Recipient was, in the
sole judgment of the Distributor, instrumental in the purchase
and/or retention of such shares and/or in providing
administrative assistance or other services in relation thereto.
Subject to the direction and control of the Fund's Board
of Trustees, the Fund may make payments ("Class A Permitted
Payments") to Qualified Recipients, which Class A Permitted
Payments may be made directly, or through the Distributor or
shareholder servicing agent as disbursing agent, which may not
exceed, for any fiscal year of the Fund (as adjusted for any part
or parts of a fiscal year during which payments under the Plan
are not accruable or for any fiscal year which is not a full
fiscal year), 0.25 of 1% of the average annual net assets of the
Fund represented by the Front-Payment Class Shares. Such payments
shall be made only out of the Fund's assets allocable to the
Front-Payment Class Shares.
The Distributor shall have sole authority (i) as to the
selection of any Qualified Recipient or Recipients; (ii) not to
select any Qualified Recipient; and (iii) as to the amount of
Class A Permitted Payments, if any, to each Qualified Recipient
provided that the total Class A Permitted Payments to all
Qualified Recipients do not exceed the amount set forth above.
The Distributor is authorized, but not directed, to take into
account, in addition to any other factors deemed relevant by it,
the following: (a) the amount of the Qualified Holdings of the
Qualified Recipient; (b) the extent to which the Qualified
Recipient has, at its expense, taken steps in the shareholder
servicing area with respect to holders of Front-Payment Class
Shares, including without limitation, any or all of the following
activities: answering customer inquiries regarding account status
and history, and the manner in which purchases and redemptions of
shares of the Fund may be effected; assisting shareholders in
designating and changing dividend options, account designations
and addresses; providing necessary personnel and facilities to
establish and maintain shareholder accounts and records;
assisting in processing purchase and redemption transactions;
arranging for the wiring of funds; transmitting and receiving
funds in connection with customer orders to purchase or redeem
shares; verifying and guaranteeing shareholder signatures in
connection with redemption orders and transfers and changes in
shareholder designated accounts; furnishing (either alone or
together with other reports sent to a shareholder by such person)
monthly and year-end statements and confirmations of purchases
and redemptions; transmitting, on behalf of the Fund, proxy
statements, annual reports, updating prospectuses and other
communications from the Fund to its shareholders; receiving,
tabulating and transmitting to the Fund proxies executed by
shareholders with respect to meetings of shareholders of the
Fund; and providing such other related services as the
Distributor or a shareholder may request from time to time; and
(c) the possibility that the Qualified Holdings of the Qualified
Recipient would be redeemed in the absence of its selection or
continuance as a Qualified Recipient. Notwithstanding the
foregoing two sentences, a majority of the Independent Trustees
(as defined below) may remove any person as a Qualified
Recipient. Amounts within the above limits accrued to a
Qualified Recipient but not paid during a fiscal year may be paid
thereafter; if less than the full amount is accrued to all
Qualified Recipients, the difference will not be carried over to
subsequent years.
While Part I is in effect, the Fund's Distributor shall
report at least quarterly to the Fund's Trustees in writing for
their review on the following matters: (i) all Class A Permitted
Payments made under Section 9 of the Plan, the identity of the
Qualified Recipient of each payment, and the purposes for which
the amounts were expended; and (ii) all fees of the Fund to the
Distributor, sub-adviser or Administrator paid or accrued during
such quarter. In addition, if any such Qualified Recipient is an
affiliated person, as that term is defined in the 1940 Act, of
the Fund, the Adviser, the Sub-Adviser or the Distributor, such
person shall agree to furnish to the Distributor for transmission
to the Board of Trustees of the Fund an accounting, in form and
detail satisfactory to the Board of Trustees, to enable the Board
of Trustees to make the determinations of the fairness of the
compensation paid to such affiliated person, not less often than
annually.
Part I originally went into effect when it was approved (i)
by a vote of the Trustees, including the Independent Trustees,
with votes cast in person at a meeting called for the purpose of
voting on Part I of the Plan; and (ii) by a vote of holders of at
least a "majority" (as so defined) of the outstanding voting
securities of the Front-Payment Class Shares class (or of any
predecessor class or category of shares, whether or not
designated as a class) and a vote of holders of at least a
"majority" (as so defined) of the outstanding voting securities
of the Level-Payment Class Shares and/or of any other class whose
shares are convertible into Front-Payment Class Shares. Part I
has continued, and will, unless terminated as hereinafter
provided, continue in effect, until the June 30 next succeeding
such effectiveness, and from year to year thereafter only so long
as such continuance is specifically approved at least annually by
the Fund's Trustees and its Independent Trustees with votes cast
in person at a meeting called for the purpose of voting on such
continuance. Part I may be terminated at any time by the vote of
a majority of the Independent Trustees or by the vote of the
holders of a "majority" (as defined in the 1940 Act) of the
outstanding voting securities of the Fund to which Part I
applies. Part I may not be amended to increase materially the
amount of payments to be made without shareholder approval of the
class or classes of shares affected by Part I as set forth in
(ii) above, and all amendments must be approved in the manner set
forth in (i) above.
In the case of a Qualified Recipient which is a principal
underwriter of the Fund, the Class A Plan Agreement shall be the
agreement contemplated by Section 15(b) of the 1940 Act since
each such agreement must be approved in accordance with, and
contain the provisions required by, the Rule. In the case of
Qualified Recipients which are not principal underwriters of the
Fund, the Class A Plan Agreements with them shall be (i) their
agreements with the Distributor with respect to payments under
the Fund's Distribution Plan in effect prior to April 1, 1996 or
(ii) Class A Plan Agreements entered into thereafter.
Provisions relating to Class C Shares (Part II)
Part II of the Plan applies only to the Level-Payment Class
Shares ("Class C Shares") of the Fund (regardless of whether such
class is so designated or is redesignated by some other name).
As used in Part II of the Plan, "Qualified Recipients" shall
mean broker-dealers or others selected by Aquila Distributors,
Inc. (the "Distributor"), including but not limited to any
principal underwriter of the Fund, with which the Fund or the
Distributor has entered into written agreements in connection
with Part II ("Class C Plan Agreements") and which have rendered
assistance (whether direct, administrative, or both) in the
distribution and/or retention of the Fund's Level-Payment Class
Shares or servicing of shareholder accounts with respect to such
shares. "Qualified Holdings" shall mean, as to any Qualified
Recipient, all Level-Payment Class Shares beneficially owned by
such Qualified Recipient, or beneficially owned by its brokerage
customers, other customers, other contacts, investment advisory
clients, or other clients, if the Qualified Recipient was, in
the sole judgment of the Distributor, instrumental in the
purchase and/or retention of such shares and/or in providing
administrative assistance or other services in relation thereto.
Subject to the direction and control of the Fund's Board of
Trustees, the Fund may make payments ("Class C Permitted
Payments") to Qualified Recipients, which Class C Permitted
Payments may be made directly, or through the Distributor or
shareholder servicing agent as disbursing agent, which may not
exceed, for any fiscal year of the Fund (as adjusted for any part
or parts of a fiscal year during which payments under the Plan
are not accruable or for any fiscal year which is not a full
fiscal year), 0.75 of 1% of the average annual net assets of the
Fund represented by the Level-Payment Class Shares. Such payments
shall be made only out of the Fund's assets allocable to the
Level-Payment Class Shares. The Distributor shall have sole
authority (i) as to the selection of any Qualified Recipient or
Recipients; (ii) not to select any Qualified Recipient; and (iii)
the amount of Class C Permitted Payments, if any, to each
Qualified Recipient provided that the total Class C Permitted
Payments to all Qualified Recipients do not exceed the amount set
forth above. The Distributor is authorized, but not directed, to
take into account, in addition to any other factors deemed
relevant by it, the following: (a) the amount of the Qualified
Holdings of the Qualified Recipient; (b) the extent to which the
Qualified Recipient has, at its expense, taken steps in the
shareholder servicing area with respect to holders of
Level-Payment Class Shares, including without limitation, any or
all of the following activities: answering customer inquiries
regarding account status and history, and the manner in which
purchases and redemptions of shares of the Fund may be effected;
assisting shareholders in designating and changing dividend
options, account designations and addresses; providing necessary
personnel and facilities to establish and maintain shareholder
accounts and records; assisting in processing purchase and
redemption transactions; arranging for the wiring of funds;
transmitting and receiving funds in connection with customer
orders to purchase or redeem shares; verifying and guaranteeing
shareholder signatures in connection with redemption orders and
transfers and changes in shareholder designated accounts;
furnishing (either alone or together with other reports sent to a
shareholder by such person) monthly and year-end statements and
confirmations of purchases and redemptions; transmitting, on
behalf of the Fund, proxy statements, annual reports, updating
prospectuses and other communications from the Fund to its
shareholders; receiving, tabulating and transmitting to the Fund
proxies executed by shareholders with respect to meetings of
shareholders of the Fund; and providing such other related
services as the Distributor or a shareholder may request from
time to time; and (c) the possibility that the Qualified Holdings
of the Qualified Recipient would be redeemed in the absence of
its selection or continuance as a Qualified Recipient.
Notwithstanding the foregoing two sentences, a majority of the
Independent Trustees (as defined below) may remove any person as
a Qualified Recipient. Amounts within the above limits accrued to
a Qualified Recipient but not paid during a fiscal year may be
paid thereafter; if less than the full amount is accrued to all
Qualified Recipients, the difference will not be carried over to
subsequent years.
While Part II is in effect, the Fund's Distributor shall
report at least quarterly to the Fund's Trustees in writing for
their review on the following matters: (i) all Class C Permitted
Payments made under the Plan, the identity of the Qualified
Recipient of each payment, and the purposes for which the amounts
were expended; and (ii) all fees of the Fund to the Distributor,
sub-adviser or Administrator paid or accrued during such quarter.
In addition, if any such Qualified Recipient is an affiliated
person, as that term is defined in the 1940 Act, of the Fund, the
Adviser, the Sub-Adviser or the Distributor, such person shall
agree to furnish to the Distributor for transmission to the Board
of Trustees of the Fund an accounting, in form and detail
satisfactory to the Board of Trustees, to enable the Board of
Trustees to make the determinations of the fairness of the
compensation paid to such affiliated person, not less often than
annually.
Part II originally went into effect when it was approved (i)
by a vote of the Trustees, including the Independent Trustees,
with votes cast in person at a meeting called for the purpose of
voting on Part II of the Plan; and (ii) by a vote of holders of
at least a "majority" (as so defined) of the outstanding voting
securities of the Level-Payment Class Shares. Part II has
continued, and will, unless terminated as hereinafter provided,
continue in effect, until the June 30 next succeeding such
effectiveness, and from year to year thereafter only so long as
such continuance is specifically approved at least annually by
the Fund's Trustees and its Independent Trustees with votes cast
in person at a meeting called for the purpose of voting on such
continuance. Part II may be terminated at any time by the vote
of a majority of the Independent Trustees or by the vote of the
holders of a "majority" (as defined in the 1940 Act) of the
outstanding voting securities of the Fund to which Part II
applies. Part II may not be amended to increase materially the
amount of payments to be made without shareholder approval of the
class or classes of shares affected by Part II as set forth in
(ii) above, and all amendments must be approved in the manner set
forth in (i) above.
In the case of a Qualified Recipient which is a principal
underwriter of the Fund, the Class C Plan Agreement shall be the
agreement contemplated by Section 15(b) of the 1940 Act since
each such agreement must be approved in accordance with, and
contain the provisions required by, the Rule. In the case of
Qualified Recipients which are not principal underwriters of the
Fund, the Class C Plan Agreements with them shall be their
agreements with the Distributor with respect to payments under
Part II.
Payments Under the Plan
During the fiscal years ended March 31, 1999, 1998 and 1997,
payments were made only under Part I and Part II of the Plan and
no payments were made under Part III. All payments made were for
compensation.
During the fiscal year ended March 31, 1999, $5,521 was paid
to Qualified Recipients under Part I of the Plan with respect to
the Fund's Class A Shares of which $409 was retained by the
Distributor. During the same period $8,712 was paid to Qualified
Recipients under Part II of the Plan with respect to the Fund's
Class C Shares of which $7,550 (including amounts paid under the
Shareholder Services Plan) was retained by the Distributor.
During the fiscal year ended March 31, 1998, $5,964 was paid to
Qualified Recipients under Part I of the Plan with respect to the
Fund's Class A Shares of which $430 was retained by the
Distributor. During the same period $4,271 was paid to Qualified
Recipients under Part II of the Plan with respect to the Fund's
Class C Shares of which $2,389 was retained by the Distributor.
All of such payments were for compensation. During the fiscal
period July 23, 1996 (commencement of operations) through March
31, 1997, $995 was paid to Qualified Recipients under Part I of
the Plan with respect to the Fund's Class A Shares of which $107
was retained by the Distributor. During the same period $566 was
paid to Qualified Recipients under Part II of the Plan with
respect to the Fund's Class C Shares of which $566 was retained
by the Distributor. Payments with respect to Class C Shares
during the first year after purchase are paid to the Distributor
and thereafter to other Qualified Recipients.
Shareholder Services Plan
The Fund has adopted a Shareholder Services Plan (the
"Services Plan") to provide for the payment with respect to Class
C Shares of the Fund of "Service Fees" within the meaning of
Article III, Section 26(b)(9) of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. The
Services Plan applies only to the Class C Shares of shares of the
Fund (regardless of whether such class is so designated or is
redesignated by some other name).
As used in the Services Plan, "Qualified Recipients" shall
mean broker-dealers or others selected by Aquila Distributors,
Inc. (the "Distributor"), including but not limited to the
Distributor and any other principal underwriter of the Fund, who
have, pursuant to written agreements with the Fund or the
Distributor, agreed to provide personal services to shareholders
of Level-Payment Class Shares and/or maintenance of Level-Payment
Class Shares shareholder accounts. "Qualified Holdings" shall
mean, as to any Qualified Recipient, all Level-Payment Class
Shares beneficially owned by such Qualified Recipient's
customers, clients or other contacts. "Administrator" shall mean
Aquila Management Corporation or any successor serving as
sub-adviser or administrator of the Fund.
Subject to the direction and control of the Fund's Board of
Trustees, the Fund may make payments ("Service Fees") to
Qualified Recipients, which Service Fees (i) may be paid directly
or through the Distributor or shareholder servicing agent as
disbursing agent and (ii) may not exceed, for any fiscal year of
the Fund (as adjusted for any part or parts of a fiscal year
during which payments under the Services Plan are not accruable
or for any fiscal year which is not a full fiscal year) 0.25, of
1% of the average annual net assets of the Fund represented by
the Level-Payment Class Shares. Such payments shall be made only
out of the Fund's assets allocable to the Level-Payment Class
Shares. The Distributor shall have sole authority with respect to
the selection of any Qualified Recipient or Recipients and the
amount of Service Fees, if any, paid to each Qualified Recipient,
provided that the total Service Fees paid to all Qualified
Recipients may not exceed the amount set forth above and
provided, further, that no Qualified Recipient may receive more
than 0.25 of 1% of the average annual net asset value of shares
sold by such Recipient. The Distributor is authorized, but not
directed, to take into account, in addition to any other factors
deemed relevant by it, the following: (a) the amount of the
Qualified Holdings of the Qualified Recipient and (b) the extent
to which the Qualified Recipient has, at its expense, taken steps
in the shareholder servicing area with respect to holders of
Level-Payment Class Shares, including without limitation, any or
all of the following activities: answering customer inquiries
regarding account status and history, and the manner in which
purchases and redemptions of shares of the Fund may be effected;
assisting shareholders in designating and changing dividend
options, account designations and addresses; providing necessary
personnel and facilities to establish and maintain shareholder
accounts and records; assisting in processing purchase and
redemption transactions; arranging for the wiring of funds;
transmitting and receiving funds in connection with customer
orders to purchase or redeem shares; verifying and guaranteeing
shareholder signatures in connection with redemption orders and
transfers and changes in shareholder designated accounts; and
providing such other related services as the Distributor or a
shareholder may request from time to time. Notwithstanding the
foregoing two sentences, a majority of the Independent Trustees
(as defined below) may remove any person as a Qualified
Recipient. Amounts within the above limits accrued to a Qualified
Recipient but not paid during a fiscal year may be paid
thereafter; if less than the full amount is accrued to all
Qualified Recipients, the difference will not be carried over to
subsequent years.
While the Services Plan is in effect, the Fund's Distributor
shall report at least quarterly to the Fund's Trustees in writing
for their review on the following matters: (i) all Service Fees
paid under the Services Plan, the identity of the Qualified
Recipient of each payment, and the purposes for which the amounts
were expended; and (ii) all fees of the Fund to the Distributor
paid or accrued during such quarter. In addition, if any
Qualified Recipient is an "affiliated person," as that term is
defined in the 1940 Act, of the Fund, the Adviser, the
Sub-Adviser or the Distributor, such person shall agree to
furnish to the Distributor for transmission to the Board of
Trustees of the Fund an accounting, in form and detail
satisfactory to the Board of Trustees, to enable the Board of
Trustees to make the determinations of the fairness of the
compensation paid to such affiliated person, not less often than
annually.
The Services Plan has been approved by a vote of the
Trustees, including those Trustees who, at the time of such vote,
were not "interested persons" (as defined in the 1940 Act) of the
Fund and had no direct or indirect financial interest in the
operation of the Services Plan or in any agreements related to
the Services Plan (the "Independent Trustees"), with votes cast
in person at a meeting called for the purpose of voting on the
Service Plan. The Services Plan will continue in effect for a
period of more than one year from such date only so long as such
continuance is specifically approved at least annually as set
forth in the preceding sentence. It may be amended in like manner
and may be terminated at any time by vote of the Independent
Trustees.
The Services Plan shall also be subject to all applicable
terms and conditions of Rule 18f-3 under the 1940 Act as now in
force or hereafter amended.
While the Services Plan is in effect, the selection and
nomination of those Trustees of the Fund who are not "interested
persons" of the Fund, as that term is defined in the 1940 Act,
shall be committed to the discretion of such disinterested
Trustees. Nothing therein shall prevent the involvement of others
in such selection and nomination if the final decision on any
such selection and nomination is approved by a majority of such
disinterested Trustees.
During the fiscal year ended March 31, 1999, Service Fees
paid to Qualified Recipients with respect to Class C Shares
$2,904. During the fiscal year ended March 31, 1998, $1,424 of
Service Fees was paid to Qualified Recipients with respect to the
Fund's Class C Shares of which $1,424 was retained by the
Distributor. During the fiscal period July 23, 1996 (commencement
of operations) through March 31, 1997, $188 of Service Fees was
paid to Qualified Recipients with respect to the Fund's Class C
Shares of which $188 was retained by the Distributor.
Transfer Agent, Custodian and Auditors
The Fund's Shareholder Servicing Agent (transfer agent) is
PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809.
The Fund's Custodian, Bank One Fund Company, N.A., 100 East
Broad Street, Columbus, Ohio 43271, is responsible for holding
the Fund's assets.
The Fund's auditors, KPMG LLP, 345 Park Avenue, New York,
New York, 10154, perform an annual audit of the Fund's financial
statements.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Sub-Advisory Agreement contains the following
provisions as to the Fund's portfolio transactions. In
connection with its duties to arrange for the purchase and sale
of the Fund's portfolio securities, the Sub-Adviser shall select
such broker-dealers ("dealers") as shall, in the Sub-Adviser's
judgment, implement the policy of the Fund to achieve "best
execution," i.e., the most favorable price and efficient
execution, and accordingly shall seek to execute each transaction
at a price and commission, if any, which provide the most
favorable total cost or proceeds reasonably attainable in the
circumstances. The Fund understands that purchases from
underwriters include a commission or concession paid by the
issuer to the underwriter and that principal transactions placed
through dealers include a spread between the bid and asked
prices. In allocating transactions to dealers, the Sub-Adviser is
authorized to consider, in determining whether a particular
dealer will provide best execution, the dealer's reliability,
integrity, financial condition and risk in positioning the
securities involved, as well as the difficulty of the transaction
in question, and thus need not pay the lowest spread or
commission available if the Sub-Adviser determines in good faith
that the amount of commission is reasonable in relation to the
value of the brokerage and research services provided by the
dealer, viewed either in terms of the particular transaction or
the Sub-Adviser's overall responsibilities. If, on the foregoing
basis, the transaction in question could be allocated to two or
more dealers, the Sub-Adviser is authorized, in making such
allocation, to consider (i) whether a dealer has provided
research services, as further discussed below; and (ii) whether a
dealer has sold shares of the Fund. Such research may be in
written form or through direct contact with individuals and may
include quotations on portfolio securities and information on
particular issuers and industries, as well as on market, economic
or institutional activities. The Fund recognizes that no dollar
value can be placed on such research services or on execution
services and that such research services may or may not be useful
to the Fund and may be used for the benefit of the Sub-Adviser or
its other clients.
CAPITAL STOCK
The Fund has three classes of shares.
* Front-Payment Class Shares ("Class A Shares") are offered
to anyone at net asset value plus a sales charge, paid at
the time of purchase, at the maximum rate of 4.25% of the
public offering price, with lower rates for larger
purchases. Class A Shares are subject to an asset retention
service fee under the Fund's Distribution Plan at the rate
of 0.25 of 1% of the average annual net assets represented
by the Class A Shares.
* Level-Payment Class Shares ("Class C Shares") are offered
to anyone at net asset value with no sales charge payable at
the time of purchase but with a level charge for service and
distribution fees for six years after the date of purchase
at the aggregate annual rate of 1% of the average annual net
assets of the Class C Shares. Six years after the date of
purchase, Class C Shares are automatically converted to
Class A Shares. If you redeem Class C Shares before you have
held them for 12 months from the date of purchase you will
pay a contingent deferred sales charge ("CDSC"); this charge
is 1%, calculated on the net asset value of the Class C
Shares at the time of purchase or at redemption, whichever
is less. There is no CDSC after Class C Shares have been
held beyond the applicable period. For purposes of applying
the CDSC and determining the time of conversion, the
12-month and six-year holding periods are considered
modified by up to one month depending upon when during a
month your purchase of such shares is made.
Institutional Class Shares ("Class Y Shares") are offered
only to institutions acting for investors in a fiduciary,
advisory, agency, custodial or similar capacity, and are not
offered directly to retail customers. Class Y Shares are
offered at net asset value with no sales charge, no
redemption fee, no contingent deferred sales charge and no
distribution fee.
The Fund's classes of shares differ in their different sales
charge structures and ongoing expenses, which are likely to be
reflected in differing yields and other measures of investment
performance. All four classes represent interests in the same
portfolio of securities and have the same rights, except that
each class bears the separate expenses, if any, of its
participation in the Distribution Plan and Shareholder Services
Plan and has exclusive voting rights with respect to such
participation.
At any meeting of shareholders, shareholders are entitled to
one vote for each dollar of net asset value (determined as of the
record date for the meeting) per share held (and proportionate
fractional votes for fractional dollar amounts). Shareholders
will vote on the election of Trustees and on other matters
submitted to the vote of shareholders. Shares vote by classes on
any matter specifically affecting one or more classes, such as an
amendment of an applicable part of the Distribution Plan. No
amendment, whether or not affecting the rights of the
shareholders, may be made to the Declaration of Trust without the
affirmative vote of the holders of a majority of the outstanding
shares of the Fund, except that the Fund's Board of Trustees may
change the name of the Fund.
The Declaration of Trust permits the Trustees to issue an
unlimited number of full and fractional shares and to divide or
combine the shares into a greater or lesser number of shares
without thereby changing the proportionate beneficial interests
in the Fund. Each share represents an equal proportionate
interest in the Fund with each other share of its class; shares
of the respective classes represent proportionate interests in
the Fund in accordance with their respective net asset values.
Upon liquidation of the Fund, shareholders are entitled to share
pro-rata in the net assets of the Fund available for distribution
to shareholders, in accordance with the respective net asset
values of the shares of each of the Fund's classes at that time.
All shares are presently divided into three classes; however, if
they deem it advisable and in the best interests of shareholders,
the Board of Trustees of the Fund may create additional classes
of shares, which may differ from each other as provided in rules
and regulations of the Securities and Exchange Commission or by
exemptive order. The Board of Trustees may, at its own
discretion, create additional series of shares, each of which may
have separate assets and liabilities (in which case any such
series will have a designation including the word "Series").
Shares are fully paid and non-assessable, except as set forth in
the next paragraph; the holders of shares have no pre-emptive or
conversion rights, except that Class C Shares automatically
convert to Class A Shares after being held for six years.
The Fund is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders of a trust such as the Fund, may, under certain
circumstances, be held personally liable as partners for the
obligations of the trust. For shareholder protection, however, an
express disclaimer of shareholder liability for acts or
obligations of the Fund is contained in the Declaration of Trust,
which requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by
the Fund or the Trustees. The Declaration of Trust does, however,
contain an express disclaimer of shareholder liability for acts
or obligations of the Fund. The Declaration of Trust provides for
indemnification out of the Fund's property of any shareholder
held personally liable for the obligations of the Fund. The
Declaration of Trust also provides that the Fund shall, upon
request, assume the defense of any claim made against any
shareholder for any act or obligation of the Fund and satisfy any
judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
the relatively remote circumstances in which the Fund itself
would be unable to meet its obligations. In the event the Fund
had two or more Series, and if any such Series were to be unable
to meet the obligations attributable to it (which, as is the case
with the Fund, is relatively remote), the other Series would be
subject to such obligations, with a corresponding increase in the
risk of the shareholder liability mentioned in the prior
sentence.
PURCHASE, REDEMPTION, AND PRICING OF SHARES
In addition to information about purchase, redemption and
pricing of shares set forth in the Prospectus, the Fund provides
additional services and information.
Sales Charges for Purchases of $1 Million or More of Class A
Shares
You will not pay a sales charge at the time of purchase when
you purchase "CDSC Class A Shares." CDSC Class A Shares are Class
A Shares issued under the following circumstances:
(i) Class A Shares issued in a single purchase of $1
million or more by a single purchaser; and
(ii) all Class A Shares issued to a single purchaser in
a single purchase when the value of the purchase,
together with the value of the purchaser's other CDSC
Class A Shares and Class A Shares on which a sales
charge has been paid, equals or exceeds $1 million:
See "Special Dealer Arrangements" for other circumstances
under which Class A Shares are considered CDSC Class A Shares.
CDSC Class A Shares do not include: (i)Class A Shares purchased
without a sales charge as described under "General" below and
(ii)Class A Shares purchased in transactions of less than $1
million when certain special dealer arrangements are not in
effect under "Certain Investment Companies" set forth under
"Reduced Sales Charges," below.
Broker/Dealer Compensation - Class A Shares
Upon notice to all selected dealers, the Distributor may
distribute up to the full amount of the applicable sales charge
to broker/dealers. Under the Securities Act of 1933,
broker/dealers may be deemed to be underwriters during periods
when they receive all, or substantially all, of the sales charge.
Redemption of CDSC Class A Shares
If you redeem all or part of your CDSC Class A Shares during
the four years after you purchase them, you must pay a special
contingent deferred sales charge upon redemption.
You will pay 1% of the Redemption Value if you redeem within
the first two years after purchase, and 0.50 of 1% of the
Redemption Value if you redeem within the third or fourth year.
This charge is based on the "Redemption Value" of your
shares which is the lesser of: (i) the net asset value when you
purchased the CDSC Class A Shares you are redeeming; or (ii) the
net asset value at the time of your redemption.
This special charge also applies to CDSC Class A Shares
purchased without a sales charge pursuant to a Letter of Intent
(see "Reduced Sales Charges for Certain Purchases of Class A
Shares"). This special charge will not apply to shares acquired
through the reinvestment of dividends or distributions on CDSC
Class A Shares or to CDSC Class A Shares held for longer than
four years. When redeeming shares, the Agent will redeem the CDSC
Class A Shares held the longest, unless otherwise instructed. If
you own both CDSC and non-CDSC Class A Shares, the latter will be
redeemed first.
The Fund will treat all CDSC Class A Shares purchases made
during a calendar month as if they were made on the first
business day of that month at the average cost of all purchases
made during that month. Therefore, the four-year holding period
will end on the first business day of the 48th calendar month
after the date of those purchases. Accordingly, the holding
period may, in fact, be one month less than the full 48 depending
on when your actual purchase was made. If you exchange your CDSC
Class A Shares for shares of an Aquila money-market fund (see
"Exchange Privilege" in the Additional Statement), running of the
48-month holding period for those exchanged shares will be
suspended.
Broker/Dealer Compensation - CDSC Class A Shares
The Distributor currently intends to pay any dealer executing a
purchase of CDSC Class A Shares as follows:
Amount of Purchase Amount Distributed
to
Broker/Dealer as a %
of Purchase Price
$1 millon but less than $2.5 million 1%
$2.5 million but less than $5 million 0.50 of 1%
$5 million or more 0.25 of 1%
Reduced Sales Charges for Certain Purchases of Class A Shares
Right of Accumulation
"Single Purchasers" may qualify for a reduced sales charge
in accordance with the above schedule when making subsequent
purchases of Class A Shares. A reduced sales charge applies if
the cumulative value (based on purchase cost or current net asset
value, whichever is higher) of Class A Shares previously
purchased with a sales charge, together with Class A Shares of
your subsequent purchase, also with a sales charge, amounts to
$25,000 or more.
Letters of Intent
"Single Purchasers" may also qualify for reduced sales
charges, in accordance with the above schedule, after a written
Letter of Intent (included in the Application) is received by the
Distributor. The Letter of Intent confirms that you intend to
purchase, within a thirteen month period, Class A Shares of the
Fund through a single selected dealer or the Distributor. Class A
Shares of the Fund which you previously purchased within 90 days
prior to the Distributor's receipt of your Letter of Intent and
which you still own may also be included in determining the
applicable reduction. For more information, including escrow
provisions, see Letter of Intent provisions of the Application.
General
Class A Shares may be purchased without a sales charge by:
* the Fund's Trustees and officers,
* the directors, officers and certain employees, retired
employees and representatives of the Adviser,
Sub-Adviser, Distributor, and their parents and/or
affiliates,
* selected dealers and brokers and their officers and
employees,
* certain persons connected with firms providing legal,
advertising or public relations assistance,
* certain family members of, and plans for the benefit
of, the foregoing,
* and plans for the benefit of trust or similar clients
of banking institutions over which these institutions
have full investment authority, if the Distributor has
an agreement relating to such purchases.
Except for the last category, purchasers must give written
assurance that the purchase is for investment and that the Class
A Shares will not be resold except through redemption. Since
there may be tax consequences of these purchases, your tax
advisor should be consulted.
Class A Shares may also be issued without a sales charge in
a merger, acquisition or exchange offer made pursuant to a plan
of reorganization to which the Fund is a party.
The Fund permits the sale of its Class A Shares at prices
that reflect the reduction or elimination of the sales charge to
investors who are members of certain qualified groups.
A qualified group is a group or association, or a category
of purchasers who are represented by a fiduciary, professional or
other representative (other than a registered broker-dealer),
which
(i) satisfies uniform criteria which enable the Distributor
to realize economies of scale in its costs of
distributing shares;
(ii) gives its endorsement or authorization (if it is a
group or association) to an investment program to
facilitate solicitation of its membership by a broker
or dealer; and
(iii) complies with the conditions of purchase that make up
an agreement between the Fund and the group,
representative or broker or dealer.
At the time of purchase, the Distributor must receive
information sufficient to permit verification that the purchase
qualifies for a reduced sales charge, either directly or through
a broker or dealer.
Certain Investment Companies
Class A Shares of the Fund may be purchased without sales
charge (except as stated below under "Special Dealer
Arrangements") from proceeds of a redemption, made within 120
days prior to such purchase, of shares of an investment company
(not a member of the Aquilasm Group of Funds) on which a sales
charge, including a contingent deferred sales charge, has been
paid. Additional information is available from the Distributor.
To qualify, follow these special procedures:
1. Send a completed Application (included with the
Prospectus) and payment for the shares to be purchased
directly to the Distributor, Aquila Distributors, Inc.,
380 Madison Avenue, Suite 2300, New York, NY
10017-2513. Do not send this material to the address
indicated on the Application.
2. Your completed Application must be accompanied by
evidence satisfactory to the Distributor that you, as
the prospective shareholder, have made a Qualified
Redemption in an amount at least equal to the net asset
value of the Class A Shares to be purchased.
Satisfactory evidence includes a confirmation of the
date and the amount of the redemption from the
investment company, its transfer agent or the
investor's broker or dealer, or a copy of the
investor's account statement with the investment
company reflecting the redemption transaction.
3. Complete and return to the Distributor a Transfer
Request Form, which is available from the Distributor.
The Fund reserves the right to alter or terminate this
privilege at any time without notice. The Prospectus will be
supplemented to reflect such alteration or termination.
Special Dealer Arrangements
During certain periods determined by the Distributor, the
Distributor (not the Fund) will pay to any dealer effecting a
purchase of Class A Shares of the Fund from the proceeds of a
redemption of the shares of an investment company (not a member
of the Aquilasm Group of Funds) the lesser of (i) 1% of such
proceeds or (ii) the same amounts described under "Sales Charges
for Purchases of $1 Million or More" above on the same terms and
conditions. Class A Shares of the Fund issued in such a
transaction will be CDSC Class A Shares, subject to a special
contingent deferred sales charge if redeemed during the four-year
period after purchase as described under "Sales Charges for
Purchases of $1 Million or More" above. Whenever Special Dealer
Arrangements are in effect the Prospectus will be supplemented.
Additional Compensation for Broker/Dealers
The Distributor may compensate broker/dealers, above the
normal sales commissions, in connection with sales of any class
of shares. However, broker/dealers may receive levels of
compensation which differ as between classes of share sold.
The Distributor, not the Fund, will pay these additional
expenses. Therefore, the price you pay for shares and the amount
that the Fund receives from your payment will not be affected.
Additional compensation may include full or partial payment
for:
* advertising of the Fund's shares;
* payment of travel expenses, including lodging, for
attendance at sales seminars by qualifying registered
representatives; and/or
* other prizes or financial assistance to broker/dealers
conducting their own seminars or conferences.
Such compensation may be limited to broker/dealers whose
representatives have sold or are expected to sell significant
amounts of the Fund's shares. However, broker/dealers may not use
sales of the Fund's shares to qualify for additional compensation
to the extent such may be prohibited by the laws of any state or
self-regulatory agency, such as the National Association of
Securities Dealers, Inc.
The cost to the Distributor of such promotional activities
and such payments to participating dealers will not exceed the
amount of the sales charges in respect of sales of all classes of
shares of the Fund effected through such participating dealers,
whether retained by the Distributor or reallowed to participating
dealers. Any of the foregoing payments to be made by the
Distributor may be made instead by the Adviser out of its own
funds, directly or through the Distributor.
Automatic Withdrawal Plan
You may establish an Automatic Withdrawal Plan if you own or
purchase Class A Shares or Class Y Shares of the Fund having a
net asset value of at least $5,000. The Automatic Withdrawal Plan
is not available for Class C Shares.
Under an Automatic Withdrawal Plan you will receive a
monthly or quarterly check in a stated amount, not less than $50.
If such a plan is established, all dividends and distributions
must be reinvested in your shareholder account. Redemption of
Class A Shares to make payments under the Automatic Withdrawal
Plan will give rise to a gain or loss for tax purposes. (See the
Automatic Withdrawal Plan provisions of the Application included
in the Prospectus.)
Purchases of additional Class A Shares concurrently with
withdrawals are undesirable because of sales charges when
purchases are made. Accordingly, you may not maintain an
Automatic Withdrawal Plan while simultaneously making regular
purchases. While an occasional lump sum investment may be made,
such investment should normally be an amount at least equal to
three times the annual withdrawal or $5,000, whichever is less.
Share Certificates
You may obtain Share certificates for full Class A Shares
only if you make a written request to the Agent. All share
certificates previously issued by the Fund represent Class A
Shares. If you lose the certificates, you may incur delay and
expense when redeeming shares or having the certificates
reissued.
Share certificates will not be issued:
* for fractional Class A Shares;
* for full or fractional Class C Shares;
* if you have selected Automatic Investment or Telephone
Investment for Class A Shares.
* if you have selected Expedited Redemption. However, if
you specifically request, Class A Share certificates
will be issued with a concurrent automatic suspension
of Expedited Redemption on your account.
Share certificates will not be issued for Class C Shares or
Class Y Shares.
Reinvestment privilege
If you reinvest proceeds of redemption within 120 days of a
redemption you will not have to pay any additional sales charge
on the reinvestment. You must reinvest in the same class as the
shares redeemed. You may exercise this privilege only once a
year, unless otherwise approved by the Distributor.
The Distributor will refund to you any CDSC deducted at the
time of redemption by adding it to the amount of your
reinvestment. The Class C or CDSC Class A Shares purchased upon
reinvestment will be deemed to have been outstanding from the
date of your original purchase of the redeemed shares, less the
period from redemption to reinvestment.
Reinvestment will not alter the tax consequences of your
original redemption.
Exchange Privilege
There is an exchange privilege as set forth below among this
Fund, certain tax-free municipal bond funds and equity funds
(together with the Fund, the "Bond or Equity Funds") and certain
money market funds (the "Money-Market Funds"), all of which are
sponsored by Aquila Management Corporation and Aquila
Distributors, Inc., and have the same Manager or administrator
and Distributor as the Fund. All exchanges are subject to certain
conditions described below. As of the date of the SAI, the
Aquila-sponsored Bond or Equity Funds are this Fund, Aquila Rocky
Mountain Equity Fund, Hawaiian Tax-Free Trust, Tax-Free Trust of
Arizona, Tax-Free Trust of Oregon, Churchill Tax-Free Fund of
Kentucky, Tax-Free Fund of Colorado, Tax-Free Fund For Utah and
Narragansett Insured Tax-Free Income Fund; the Aquila
Money-Market Funds are Capital Cash Management Trust, Pacific
Capital Cash Assets Trust (Original Shares), Pacific Capital
Tax-Free Cash Assets Trust (Original Shares), Pacific Capital
U.S. Government Securities Cash Assets Trust (Original Shares)
and Churchill Cash Reserves Trust.
Generally, you can exchange shares of a given class of a
Bond or Equity Fund including the Fund for shares of the same
class of any other Bond or Equity Fund, or for shares of any
Money-Market Fund, without the payment of a sales charge or any
other fee, and there is no limit on the number of exchanges you
can make from fund to fund.
The following important information should be noted:
(1) CDSCs Upon Redemptions of Shares Acquired Through
Exchanges. If you exchange shares subject to a CDSC, no CDSC will
be imposed at the time of exchange, but the shares you receive in
exchange for them will be subject to the applicable CDSC if you
redeem them before the requisite holding period (extended, if
required) has expired.
If the shares you redeem would have incurred a CDSC if you
had not made any exchanges, then the same CDSC will be imposed
upon the redemption regardless of the exchanges that have taken
place since the original purchase.
(2) Extension of Holding Periods by Owning Money-Market
Funds. Any period of 30 days or more during which Money-Market
Fund shares received on an exchange of CDSC Class A Shares or
Class C Shares are held is not counted in computing the
applicable holding period for CDSC Class A Shares or Class C
Shares.
(3) Originally Purchased Money-Market Fund Shares. Shares
of a Money-Market Fund (and any shares acquired as a result of
reinvestment of dividends and/or distributions on these shares)
acquired directly in a purchase (or in exchange for Money-Market
Fund shares that were themselves directly purchased), rather than
in exchange for shares of a Bond or Equity Fund, may be exchanged
for shares of any class of any Bond or Equity Fund that the
investor is otherwise qualified to purchase, but the shares
received in such an exchange will be subject to the same sales
charge, if any, that they would have been subject to had they
been purchased rather than acquired in exchange for Money-Market
Fund shares. If the shares received in exchange are shares that
would be subject to a CDSC if purchased directly, the holding
period governing the CDSC will run from the date of the exchange,
not from the date of the purchase of Money-Market Fund shares.
This Fund, as well as the Money-Market Funds and other Bond
or Equity Funds, reserves the right to reject any exchange into
its shares, if shares of the fund into which exchange is desired
are not available for sale in your state of residence. The Fund
may also modify or terminate this exchange privilege at any time.
In the case of termination, the Prospectus will be appropriately
supplemented. No such modification or termination shall take
effect on less than 60 days' written notice to shareholders.
All exercises of the exchange privilege are subject to the
conditions that (i) the shares being acquired are available for
sale in your state of residence; (ii) the aggregate net asset
value of the shares surrendered for exchange is at least equal to
the minimum investment requirements of the investment company
whose shares are being acquired and (iii) the ownership of the
accounts from which and to which the exchange is made are
identical.
The Agent will accept telephone exchange instructions from
anyone. To make a telephone exchange telephone:
888-322-7224 toll free
Note: The Fund, the Agent, and the Distributor will not be
responsible for any losses resulting from unauthorized telephone
transactions if the Agent follows reasonable procedures designed
to verify the identity of the caller. The Agent will request some
or all of the following information: account name(s) and number,
name of the caller, the social security number registered to the
account and personal identification. The Agent may also record
calls. You should verify the accuracy of confirmation statements
immediately upon receipt.
Exchanges will be effected at the relative exchange prices
of the shares being exchanged next determined after receipt by
the Agent of your exchange request. The exchange prices will be
the respective net asset values of the shares, unless a sales
charge is to be deducted in connection with an exchange of
shares, in which case the exchange price of shares of a Bond or
Equity Fund will be their public offering price. Prices for
exchanges are determined in the same manner as for purchases of
the Fund's shares. (See "How to Invest in the Fund.")
An exchange is treated for Federal tax purposes as a
redemption and purchase of shares and may result in the
realization of a capital gain or loss, depending on the cost or
other tax basis of the shares exchanged and the holding period
(see "Tax-Effects of Redemptions"); no representation is made as
to the deductibility of any such loss should such occur.
Dividends paid by the Money-Market Funds are taxable, except
to the extent that a portion or all of the dividends paid by
Pacific Capital Tax-Free Cash Assets Trust (a tax-free
money-market Fund) are exempt from regular Federal income tax,
and to the extent that a portion or all of the dividends paid by
Pacific Capital U.S. Government Securities Cash Assets Trust
(which invests in U.S. Government obligations) are exempt from
state income taxes. Dividends paid by Aquila Rocky Mountain
Equity Fund and Aquila Cascadia Equity Fund are taxable. If your
state of residence is not the same as that of the issuers of
obligations in which a tax-free municipal bond fund or a tax-free
money-market fund invests, the dividends from that fund may be
subject to income tax of the state in which you reside.
Accordingly, you should consult your tax adviser before acquiring
shares of such a bond fund or a tax-free money-market fund under
the exchange privilege arrangement.
If you are considering an exchange into one of the funds
listed above, you should send for and carefully read its
Prospectus.
Conversion of Class C Shares
Conversion of Class C Shares into Class A Shares will be
effected at relative net asset values on the first business day
of the month following that in which the sixth anniversary of
your purchase of the Class C Shares occurred, except as noted
below. Accordingly, the holding period applicable to your Class C
Shares may be up to one month more than the six years depending
upon when your actual purchase was made during a month. Because
the per share value of Class A Shares may be higher than that of
Class C Shares at the time of conversion, you may receive fewer
Class A Shares than the number of Class C Shares converted. If
you have made one or more exchanges of Class C Shares among the
Aquila-sponsored Bond Funds or Equity Funds under the Exchange
Privilege, the six-year holding period is deemed to have begun on
the date you purchased your original Class C Shares of the Fund
or of another of the Aquila bond or equity funds. The six-year
holding period will be suspended by one month for each period of
thirty days during which you hold shares of a Money-Market Fund
you have received in exchange for Class C Shares under the
Exchange Privilege.
"Transfer on Death" Registration
Each of the funds in the Aquilasm Group of Funds now permits
registration of its shares in beneficiary form, subject to the
funds' rules governing Transfer on Death ("TOD") registration, if
the investor resides in a state that has adopted the Uniform
Transfer on Death Security Registration Act (a "TOD State"; for
these purposes, Missouri is deemed to be a TOD State). This form
of registration allows you to provide that, on your death, your
shares are to be transferred to the one or more persons (to a
maximum of three) that you specify as beneficiaries. To register
shares of the Fund in TOD form, complete the special TOD
Registration Request Form and review the Rules Governing TOD
Registration; both are available from the Agent. The Rules, which
are subject to amendment upon 60 days' notice to TOD account
owners, contain important information regarding TOD accounts with
the Fund; by opening such an account you agree to be bound by
them, and failure to comply with them may result in your shares'
not being transferred to your designated beneficiaries. If you
open a TOD account with the Fund that is otherwise acceptable
but, for whatever reason, neither the Fund nor the Transfer Agent
receives a properly completed TOD Registration Request Form from
you prior to your death, the Fund reserves the right not to honor
your TOD designation, in which case your account will become part
of your estate.
You are eligible for TOD registration only if, and as long
as, you reside in a TOD State. If you open a TOD account and your
account address indicates that you do not reside in a TOD State,
your TOD registration will be ineffective and the Fund may, in
its discretion, either open the account as a regular (non-TOD)
account or redeem your shares. Such a redemption may result in a
loss to you and may have tax consequences. Similarly, if you open
a TOD account while residing in a TOD State and later move to a
non-TOD State, your TOD registration will no longer be effective.
In both cases, should you die while residing in a non-TOD State
the Fund reserves the right not to honor your TOD designation.
At the date of this SAI, most states are TOD States.
Computation of Net Asset Value
The net asset value of the shares of each of the Fund's
classes is determined as of 4:00 p.m., New York time, on each day
that the New York Stock Exchange is open, by dividing the value
of the Fund's net assets allocable to each class by the total
number of its shares of such class then outstanding. The close of
the principal exchanges or other markets on which some of the
Fund's portfolio securities are traded may be later than 4:00
p.m. New York time. Options are valued at the last prior sales
price on the principal commodities exchange on which the option
is traded or, if there are no sales, at the bid price. Debt
securities having a remaining maturity of less than sixty days
when purchased and securities originally purchased with
maturities in excess of sixty days but which currently have
maturities of sixty days or less are valued at cost adjusted for
amortization of premiums and accretion of discounts.
As indicated above, the net asset value per share of the
Fund's shares will be determined on each day that the New York
Stock Exchange is open. That Exchange annually announces the days
on which it will not be open. The most recent announcement
indicates that it will not be open on the following days: New
Year's Day, Martin Luther King Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. However, the Exchange may close on days not
included in that announcement.
Reasons for Differences in Public Offering Price
There are a number of instances in which the Fund's Class A
Shares are sold or issued on a basis other than the maximum
public offering price, that is, the net asset value plus the
highest sales charge. Some of these relate to lower or eliminated
sales charges for larger purchases, whether made at one time or
over a period of time as under a Letter of Intent or right of
accumulation. (See the table of sales charges in the Prospectus.)
The reasons for these quantity discounts are, in general, that
(i) they are traditional and have long been permitted in the
industry and are therefore necessary to meet competition as to
sales of shares of other funds having such discounts; and (ii)
they are designed to avoid an unduly large dollar amount of sales
charge on substantial purchases in view of reduced selling
expenses. Quantity discounts are made available to certain
related persons ("single purchasers") for reasons of family unity
and to provide a benefit to tax-exempt plans and organizations.
The reasons for the other instances in which there are
reduced or eliminated sales charges for Class A Shares are as
follows. Exchanges at net asset value are permitted because a
sales charge has already been paid on the shares exchanged. Sales
without sales charge are permitted to Trustees, officers and
certain others due to reduced or eliminated selling expenses
and/or since such sales may encourage incentive, responsibility
and interest and an identification with the aims and policies of
the Fund. Limited reinvestments of redemptions of Class A Shares
and Class C Shares at no sales charge are permitted to attempt to
protect against mistaken or incompletely informed redemption
decisions. Shares may be issued at no sales charge in plans of
reorganization due to reduced or eliminated sales expenses and
since, in some cases, such issuance is exempted in the 1940 Act
from the otherwise applicable restrictions as to what sales
charge must be imposed. In no case in which there is a reduced or
eliminated sales charge are the interests of existing
shareholders adversely affected since, in each case, the Fund
receives the net asset value per share of all shares sold or
issued.
Limitation of Redemptions in Kind
The Fund has elected to be governed by Rule 18f-1 under the
1940 Act, pursuant to which the Fund is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1 percent
of the net asset value of the Fund during any 90-day period for
any one shareholder. Should redemptions by any shareholder exceed
such limitation, the Fund will have the option of redeeming the
excess in cash or in kind. If shares are redeemed in kind, the
redeeming shareholder might incur brokerage costs in converting
the assets into cash. The method of valuing securities used to
make redemptions in kind will be the same as the method of
valuing portfolio securities described under "Net Asset Value Per
Share" in the Prospectus, and such valuation will be made as of
the same time the redemption price is determined.
ADDITIONAL TAX INFORMATION
Certain Exchanges
If you incur a sales commission on a purchase of shares of
one mutual fund (the original fund) and then sell such shares or
exchange them for shares of a different mutual fund without
having held them at least 91 days, you must reduce the tax basis
for the shares sold or exchanged to the extent that the standard
sales commission charged for acquiring shares in the exchange or
later acquiring shares of the original fund or another fund is
reduced because of the shareholder's having owned the original
fund shares. The effect of the rule is to increase your gain or
reduce your loss on the original fund shares. The amount of the
basis reduction on the original fund shares, however, is added on
the investor's basis for the fund shares acquired in the exchange
or later acquired. The provision applies to commissions charged
after October 3, 1989.
Tax Status of the Fund
During its last fiscal year, the Fund qualified as a
"regulated investment company" under the Code and intends to
continue such qualification. A regulated investment company is
not liable for federal income taxes on amounts paid by it as
dividends and distributions.
The Code, however, contains a number of complex qualifying
tests. Therefore, it is possible, although not likely, that the
Fund might not meet one or more of these tests in any particular
year. If the Fund fails to qualify, it would be treated for tax
purposes as an ordinary corporation. As a consequence, it would
receive no tax deduction for payments made to shareholders and
would be unable to pay dividends and distributions which would
qualify as "capital gains dividends."
Tax Effects of Redemptions
Normally, when you redeem shares of the Fund you will
recognize capital gain or loss measured by the difference between
the proceeds received in the redemption and the amount you paid
for the shares. If you are required to pay a contingent deferred
sales charge at the time of redemption, the amount of that charge
will reduce the amount of your gain or increase the amount of
your loss as the case may be. For redemptions made after January
1, 1998, your gain or loss will be long-term if you held the
redeemed shares for over one year and short-term if for a year or
less. Long-term capital gains are currently taxed at a maximum
rate of 20% and short-term gains are currently taxed at ordinary
income tax rates.
Tax Effect of Conversion
When Class C Shares automatically convert to Class A Shares,
approximately six years after purchase, you will recognize no
gain or loss. Your adjusted tax basis in the Class A Shares you
receive upon conversion will equal your adjusted tax basis in the
Class C Shares you held immediately before conversion. Your
holding period for the Class A Shares you receive will include
the period you held the converted Class C Shares.
UNDERWRITERS
Aquila Distributors, Inc. acts as the Fund's principal
underwriter in the continuous public offering of all of the
Fund's classes of shares. The Distributor is not obligated to
sell a specific number of shares. 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.
(1) (2) (3) (4) (5)
Name of Net Under- Compensation Brokerage Other
Principal writing on Redemptions Commissions Compen-
Underwriter Discounts and sation
and Repurchases
Commissions
Aquila $ 290 None None None(1) Distributors
Inc.
(1) Amounts paid to the Distributor under the Fund's Distribution
Plan described in the Prospectus are for compensation.
PERFORMANCE
As noted in the Prospectus, the Fund may from time to time
quote various performance figures to illustrate its past
performance.
Performance quotations by investment companies are subject
to rules of the Securities and Exchange Commission ("SEC"). These
rules require the use of standardized performance quotations or,
alternatively, that every non-standardized performance quotation
furnished by the Fund be accompanied by certain standardized
performance information computed as required by the SEC. Average
annual compounded total return quotations used by the Fund are
based on these standardized methods. Each of these and other
methods that may be used by the Fund are described in the
following material.
Total Return
Average annual total return is determined by finding the
average annual compounded rates of return over a 1- year period
and a period since the inception of the operations of the Fund
that would equate an initial hypothetical $1,000 investment to
the value such an investment would have if it were completely
redeemed at the end of each such period. The calculation assumes
the maximum sales charge is deducted from the hypothetical
initial $1,000 purchase, that on each reinvestment date during
each such period any capital gains are reinvested at net asset
value, and all income dividends are reinvested at net asset
value, without sales charge (because the Fund does not impose any
sales charge on reinvestment of dividends). The computation
further assumes that the entire hypothetical account was
completely redeemed at the end of each such period.
In the case of Class A Shares, the calculation assumes the
maximum sales charge is deducted from the hypothetical initial
$1,000 purchase. In the case of Class C Shares, the calculation
assumes the applicable Contingent Deferred Sales Charge ("CDSC")
imposed on a redemption of Class C Shares held for the period is
deducted. In the case of Class Y Shares, the calculation assumes
that no sales charge is deducted and no CDSC is imposed. For all
classes, it is assumed that on each reinvestment date during each
such period any capital gains are reinvested at net asset value,
and all income dividends are reinvested at net asset value,
without sales charge (because the Fund does not impose any sales
charge on reinvestment of dividends for any class). The
computation further assumes that the entire hypothetical account
was completely redeemed at the end of each such period.
Investors should note that the maximum sales charge (4.25%)
reflected in the following quotations is a one time charge, paid
at the time of initial investment. The greatest impact of this
charge is during the early stages of an investment in the Fund.
Actual performance will be affected less by this one time charge
the longer an investment remains in the Fund. Sales charges at
the time of purchase are payable only on purchases of Class A
Shares of the Fund.
Average Annual Compounded Rates of Return:
Class A Shares Class C Shares Class Y Shares
One Year -6.69% -4.25% -2.30%
Since
beginning
investments
on September
9, 1996 11.26% 12.48% 13.40%
These figures will be calculated according to the following
SEC formula:
n
P(1+T) = ERV
where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1- and 5-year
periods or the period since inception, at the end of
each such period.
As discussed in the Prospectus, the Fund may quote total
rates of return in addition to its average annual total return
for each of its classes of shares. Such quotations are computed
in the same manner as the Fund's average annual compounded rate,
except that such quotations will be based on the Fund's actual
return for a specified period as opposed to its average return
over the periods described above. In general, actual total rate
of return will be lower than average annual rate of return
because the average annual rate of return reflects the effect of
compounding. See discussion of the impact of the sales charge on
quotations of rates of return, above.
Total Return
Class A Shares Class C Shares Class Y Shares
One Year -6.69% -4.25% -2.30%
Since
beginning
investments
on September
9, 1996 31.36% 35.08% 37.92%
Regardless of the method used, past performance is not
necessarily indicative of future results, but is an indication of
the return to shareholders only for the limited historical period
used.
<PAGE>
APPENDIX A
NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS
Bond Ratings
At the date of this Additional Statement there are six
organizations considered as Nationally Recognized Statistical
Rating Organizations ("NRSROs") for purposes of Rule 15c3-1 under
the Securities Exchange Act of 1934. Their names, a brief summary
of their respective rating systems, some of the factors
considered by each of them in issuing ratings and their
individual procedures are described below.
STANDARD & POOR'S CORPORATION
Commercial paper consists of unsecured promissory notes
issued to raise short-term funds. An S&P commercial paper rating
is a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days. S&P's
commercial paper ratings are graded into several categories from
"A-1" for the highest-quality obligations (which can also have a
plus (+) sign designation) to "D" for the lowest. The two highest
categories are:
A-1: This highest category indicates the degree of safety
regarding timely payment is strong. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign.
A-2: Capacity for timely payment on issues with this
designation is satisfactory. However, the relative
degree of safety is not as high for issues designated
A-1.
An S&P corporate debt rating is a current assessment of the
creditworthiness of an obligor with respect to a specific
obligation. The ratings are based, in varying degrees, on the
following considerations:
1) Likelihood of default -- capacity and willingness of the
obligor as to the timely payment of interest and repayment
of principal in accordance with the terms of the
obligations;
2) Nature of and provisions of the obligation; and
3) Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other
laws affecting creditors' rights.
The two highest categories are:
AAA: Capacity to pay interest and repay principal is
extremely strong.
AA: Debt rated "AA" has a very strong capacity to pay
interest and repay principal and differs from the highest
rated issues only in a degree.
MOODY'S INVESTORS SERVICE
Moody's short-term debt ratings are opinions of the ability
of issuers to repay punctually senior debt obligations which have
an original maturity not exceeding one year. Obligations relying
upon support mechanisms such as letters of credit and bonds of
indemnity are excluded unless explicitly rated. The two highest
categories are:
Prime-1: Issuers rated P-1 have a superior ability for
repayment of senior short-term debt obligations, evidenced
by the following characteristics:
* Leading market positions in well-established
industries.
* High rates of return on funds employed.
* Conservative capital structure with moderate reliance
on debt and ample asset protection.
* Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
* Well-established access to a range of markets and
assured sources of alternative liquidity.
Prime-2: Issuers rated P-2 have a strong ability for
repayment of senior short-term debt obligations, evidenced
by the above-mentioned characteristics, but to a lesser
degree. Earnings trends and coverage ratios, while sound,
may be more subject to variation.
Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternative
liquidity is maintained. Corporate bonds rated Aaa are judged to
be of the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edged."
Interest payments are protected by large or exceptionally stable
margin and principal is secure. Corporate bonds rated Aa are
judged to be of high quality by all standards. Together with the
Aaa group they comprise what are generally known as high-grade
bonds. Aa bonds are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities,
fluctuation of protective elements may be of greater amplitude,
or there may be other elements present which make the long-term
risk appear somewhat greater than the Aaa securities.
DUFF & PHELPS, INC.
The ratings apply to all obligations with maturities of
under one year, including commercial paper, the unsecured portion
of certificates of deposit, unsecured bank loans, master notes,
bankers' acceptances, irrevocable letters of credit and current
maturities of long-term debt.
The two highest categories are:
D-1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or
access to alternative sources of funds is outstanding and
safety is just below risk-free U.S. Treasury short-term
obligations.
D-1: Very high certainty of timely payment. Liquidity
factors are excellent and supported by good fundamental
protection factors. Risk factors are minor.
D-1 -: High certainty of timely payment. Liquidity factors
are strong and supported by good fundamental protection
factors. Risk factors are very small.
D-2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are very small.
Long-term debt rated AAA represents the highest credit
quality. The risk factors are negligible, being only slightly
more than for risk-free U.S. Treasury debt. Debt rated AA
represents high credit quality. Protection factors are strong.
Risk is modest but may vary slightly from time to time because of
economic conditions.
IBCA
In determining the creditworthiness of financial
institutions, IBCA assigns ratings within the following
categories: Legal, Individual, Short and Long Term. A legal
rating deals solely with the question of whether an institution
would receive support if it ran into difficulties and not whether
it is "good" or "bad". An individual rating looks purely at the
strength of a financial institution without receiving any
support. Short and long-term ratings assess the borrowing
capabilities and the capacity for timely repayment of debt
obligations. A short-term rating relates to debt which has a
maturity of less than one year, while a long-term rating applies
to a instrument of longer duration. The legal ratings are:
1: A bank for which there is a clear legal guarantee on the
part of its home state to provide any necessary support or a
bank of such importance both internationally and
domestically that support from the state would be
forthcoming, if necessary.
2: A bank for which there is no legal obligation on the part
of its sovereign entity to provide support but for which
state support would be forthcoming, for example, because of
its importance to the total economy or its historic
relationship with the government.
The individual ratings are:
A: A bank with a strong balance sheet, favorable credit
profile and a consistent record of above average
profitability.
B: A bank with a sound credit profile and without
significant problems. The bank's performance has generally
been in line with or better than that of its peers.
The short-term ratings are:
A-1+: Obligations supported by the highest capacity for
timely repayment.
A-1: Obligations supported by a very strong capacity for
timely repayment.
A-2: Obligations supported by a very strong capacity for
timely repayment, although such capacity may be susceptible
to adverse changes in business, economic or financial
conditions.
The long-term ratings are:
AAA: Obligations for which there is the lowest expectation
of investment risk. Capacity for timely repayment of
principal and interest is substantial, such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment risk.
AA: Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment
risk albeit not significantly.
Thomson BankWatch, Inc. (TBW)
The TBW short-term ratings apply to commercial paper, other
senior short-term obligations and deposit obligations of the
entities to which the rating has been assigned. TBW's two highest
short-term ratings are:
TBW-1: Indicates a very high degree of likelihood that
principal and interest will paid on a timely basis.
TBW-2: While the degree of safety regarding timely repayment
of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1".
The TBW long-term rating specifically assess the likelihood
of an untimely repayment of principal or interest over the term
to maturity of the rated instrument. TBW's two highest long-term
ratings are:
AAA: Indicates ability to repay principal and interest on a
timely basis is very strong.
AA: Indicates a superior ability to repay principal and
interest on a timely basis with limited incremental risk
versus issues rated in the highest category.
Fitch Investors Service, Inc.
The Fitch short-term ratings apply to debt obligations that
are payable on demand which include commercial paper,
certificates of deposit, medium-term notes and municipal and
investment notes. Short-term ratings places greater emphasis
than long-term ratings on the existence of liquidity necessary to
meet the issuer's obligations in a timely manner. Fitch
short-term ratings are:
F-1+: Issues assigned this rating are regarded as having the
strongest degree of assurance for timely payment.
F-1: Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than issues
rated "F-1+".
The Fitch long-term rating represents their assessment of
the issuer's ability to meet the obligations of a specific debt
issue or class of debt in a timely manner. The rating takes into
consideration special features of the issue, its relationship to
other obligations of the issuer, the current and prospective
financial and operating performance of the issuer and any
guarantor, as well as the economic and political environment that
might affect the issuer's future financial strength and credit
quality. The Fitch long-term rating are:
AAA: Bonds considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.
AA: Bonds considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest
and repay principal is very strong.
considered by each of them in issuing ratings and their
individual procedures are described below.
STANDARD & POOR'S CORPORATION
Commercial paper consists of unsecured promissory notes
issued to raise short-term funds. An S&P commercial paper rating
is a current assessment of the likelihood of timely payment of
debt having an original maturity of no more than 365 days.
S&P's
commercial paper ratings are graded into several categories from
"A-1" for the highest-quality obligations (which can also have a
plus (+) sign designation) to "D" for the lowest. The two highest
categories are:
A-1: This highest category indicates the degree of safety
regarding timely payment is strong. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign.
A-2: Capacity for timely payment on issues with this
designation is satisfactory. However, the relative
degree of safety is not as high for issues designated
A-1.
An S&P corporate debt rating is a current assessment of the
creditworthiness of an obligor with respect to a specific
obligation. The ratings are based, in varying degrees, on the
following considerations:
1) Likelihood of default -- capacity and willingness of the
obligor as to the timely payment of interest and repayment
of principal in accordance with the terms of the
obligations;
2) Nature of and provisions of the obligation; and
3) Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other
laws affecting creditors' rights.
The two highest categories are:
AAA: Capacity to pay interest and repay principal is
extremely strong.
AA: Debt rated "AA" has a very strong capacity to pay
interest and repay principal and differs from the highest
rated issues only in a degree.
MOODY'S INVESTORS SERVICE
Moody's short-term debt ratings are opinions of the ability
of issuers to repay punctually senior debt obligations which have
an original maturity not exceeding one year. Obligations relying
upon support mechanisms such as letters of credit and bonds of
indemnity are excluded unless explicitly rated. The two highest
categories are:
Prime-1: Issuers rated P-1 have a superior ability for
repayment of senior short-term debt obligations, evidenced
by the following characteristics:
* Leading market positions in well-established
industries.
* High rates of return on funds employed.
* Conservative capital structure with moderate reliance
on debt and ample asset protection.
* Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
* Well-established access to a range of markets and
assured sources of alternative liquidity.
Prime-2: Issuers rated P-2 have a strong ability for
repayment of senior short-term debt obligations, evidenced
by the above-mentioned characteristics, but to a lesser
degree. Earnings trends and coverage ratios, while sound,
may be more subject to variation.
Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternative
liquidity is maintained. Corporate bonds rated Aaa are judged to
be of the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edged."
Interest payments are protected by large or exceptionally stable
margin and principal is secure. Corporate bonds rated Aa are
judged to be of high quality by all standards. Together with the
Aaa group they comprise what are generally known as high-grade
bonds. Aa bonds are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities,
fluctuation of protective elements may be of greater amplitude,
or there may be other elements present which make the long-term
risk appear somewhat greater than the Aaa securities.
DUFF & PHELPS, INC.
The ratings apply to all obligations with maturities of
under one year, including commercial paper, the unsecured portion
of certificates of deposit, unsecured bank loans, master notes,
bankers' acceptances, irrevocable letters of credit and current
maturities of long-term debt.
The two highest categories are:
D-1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or
access to alternative sources of funds is outstanding and
safety is just below risk-free U.S. Treasury short-term
obligations.
D-1: Very high certainty of timely payment. Liquidity
factors are excellent and supported by good fundamental
protection factors. Risk factors are minor.
D-1 -: High certainty of timely payment. Liquidity factors
are strong and supported by good fundamental protection
factors. Risk factors are very small.
D-2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are very small.
Long-term debt rated AAA represents the highest credit
quality. The risk factors are negligible, being only slightly
more than for risk-free U.S. Treasury debt. Debt rated AA
represents high credit quality. Protection factors are strong.
Risk is modest but may vary slightly from time to time because of
economic conditions.
IBCA
In determining the creditworthiness of financial
institutions, IBCA assigns ratings within the following
categories: Legal, Individual, Short and Long Term. A legal
rating deals solely with the question of whether an institution
would receive support if it ran into difficulties and not whether
it is "good" or "bad". An individual rating looks purely at the
strength of a financial institution without receiving any
support. Short and long-term ratings assess the borrowing
capabilities and the capacity for timely repayment of debt
obligations. A short-term rating relates to debt which has a
maturity of less than one year, while a long-term rating applies
to a instrument of longer duration. The legal ratings are:
1: A bank for which there is a clear legal guarantee on the
part of its home state to provide any necessary support or a
bank of such importance both internationally and
domestically that support from the state would be
forthcoming, if necessary.
2: A bank for which there is no legal obligation on the part
of its sovereign entity to provide support but for which
state support would be forthcoming, for example, because of
its importance to the total economy or its historic
relationship with the government.
The individual ratings are:
A: A bank with a strong balance sheet, favorable credit
profile and a consistent record of above average
profitability.
B: A bank with a sound credit profile and without
significant problems. The bank's performance has generally
been in line with or better than that of its peers.
The short-term ratings are:
A-1+: Obligations supported by the highest capacity for
timely repayment.
A-1: Obligations supported by a very strong capacity for
timely repayment.
A-2: Obligations supported by a very strong capacity for
timely repayment, although such capacity may be susceptible
to adverse changes in business, economic or financial
conditions.
The long-term ratings are:
AAA: Obligations for which there is the lowest expectation
of investment risk. Capacity for timely repayment of
principal and interest is substantial, such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment risk.
AA: Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business,
economic or financial conditions may increase investment
risk albeit not significantly.
Thomson BankWatch, Inc. (TBW)
The TBW short-term ratings apply to commercial paper, other
senior short-term obligations and deposit obligations of the
entities to which the rating has been assigned. TBW's two highest
short-term ratings are:
TBW-1: Indicates a very high degree of likelihood that
principal and interest will paid on a timely basis.
TBW-2: While the degree of safety regarding timely repayment
of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1".
The TBW long-term rating specifically assess the likelihood
of an untimely repayment of principal or interest over the term
to maturity of the rated instrument. TBW's two highest long-term
ratings are:
AAA: Indicates ability to repay principal and interest on a
timely basis is very strong.
AA: Indicates a superior ability to repay principal and
interest on a timely basis with limited incremental risk
versus issues rated in the highest category.
Fitch Investors Service, Inc.
The Fitch short-term ratings apply to debt obligations that
are payable on demand which include commercial paper,
certificates of deposit, medium-term notes and municipal and
investment notes. Short-term ratings places greater emphasis
than long-term ratings on the existence of liquidity necessary to
meet the issuer's obligations in a timely manner. Fitch
short-term ratings are:
F-1+: Issues assigned this rating are regarded as having the
strongest degree of assurance for timely payment.
F-1: Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than issues
rated "F-1+".
The Fitch long-term rating represents their assessment of
the issuer's ability to meet the obligations of a specific debt
issue or class of debt in a timely manner. The rating takes into
consideration special features of the issue, its relationship to
other obligations of the issuer, the current and prospective
financial and operating performance of the issuer and any
guarantor, as well as the economic and political environment that
might affect the issuer's future financial strength and credit
quality. The Fitch long-term rating are:
AAA: Bonds considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.
AA: Bonds considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest
and repay principal is very strong.
<PAGE>
<PAGE>
AQUILA CASCADIA EQUITY FUND
PART C: OTHER INFORMATION
Financial Statements:
Included in Part A:
Financial Highlights
Incorporated by reference into Part B:
Report of Independent Certified Public
Accountants
Statement of Investments as of
March 31, 1999
Statement of Assets and Liabilities
as of 31, 1999
Statement of Operations for the year
ended March 31, 1999
Statement of Changes in Net Assets for the
years ended March 31, 1999 and 1998
Notes to Financial Statements
Included in Part C:
Consent of Independent Certified Public
Accountants
ITEM 23. Exhibits
(a) Amended and Restated Declaration of Trust (i)
(b) By-laws (iv)
(c) Instruments defining rights of shareholders
The Declaration of Trust permits the Trustees to issue
an unlimited number of full and fractional shares and
to divide or combine the shares into a greater or
lesser number of shares without thereby changing the
proportionate beneficial interests in the Fund. Each
share represents an equal proportionate interest in the
Fund with each other share of its class; shares of the
respective classes represent proportionate interests in
the Fund in accordance with their respective net asset
values. Upon liquidation of the Fund, shareholders are
entitled to share pro-rata in the net assets of the
Fund available for distribution to shareholders, in
accordance with the respective net asset values of the
shares of each of the Fund's classes at that time. All
shares are presently divided into four classes;
however, if they deem it advisable and in the best
interests of shareholders, the Board of Trustees of the
Fund may create additional classes of shares, which may
differ from each other as provided in rules and
regulations of the Securities and Exchange Commission
or by exemptive order. The Board of Trustees may, at
its own discretion, create additional series of shares,
each of which may have separate assets and liabilities
(in which case any such series will have a designation
including the word "Series"). See the Additional
Statement for further information about possible
additional series. Shares are fully paid and
non-assessable, except as set forth under the caption
"General Information" in the Additional Statement; the
holders of shares have no pre-emptive or conversion
rights, except that Class C Shares automatically
convert to Class A Shares after being held for six
years.
At any meeting of shareholders, shareholders are
entitled to one vote for each dollar of net asset value
(determined as of the record date for the meeting) per
share held (and proportionate fractional votes for
fractional dollar amounts). Shareholders will vote on
the election of Trustees and on other matters submitted
to the vote of shareholders. Shares vote by classes on
any matter specifically affecting one or more classes,
such as an amendment of an applicable part of the
Distribution Plan. No amendment may be made to the
Declaration of Trust without the affirmative vote of
the holders of a majority of the outstanding shares of
the Fund except that the Fund's Board of Trustees may
change the name of the Fund. The Fund may be terminated
(i) upon the sale of its assets to another issuer, or
(ii) upon liquidation and distribution of the assets of
the Fund, in either case if such action is approved by
the vote of the holders of a majority of the
outstanding shares of the Fund.
(d) (i) Investment Advisory and
Administration Agreement (i)
(d) (ii) Sub-Advisory Agreement (i)
(e) (i) Distribution Agreement (iv)
(ii) Sales Agreement (for brokerage firms) (i)
(iii) Sales Agreement (for financial
institutions (i)
(iv) Related Agreement (i)
(v) Shareholder Services Agreement (i)
(f) Not applicable
(g) Custody Agreement (ii)
(h) Transfer Agency Agreement (iii)
(i) Opinion of counsel to the Fund (i)
(i)(i) Consent of counsel (iv)
(j) Not applicable
(k) Not applicable
(l) Not Applicable
(14) Not applicable
(m) (i) Distribution Plan (i)
(ii) Services Plan (i)
(n) Plan pursuant to Rule 18f-3
under the 1940 Act (i)
(i) Filed as an exhibit to Registrant's Post-Effective
Amendment No. 10 under the 1933 Act dated April, 22
1996 and incorporated herein by reference.
(ii) Filed as an exhibit to Registrant's Post-Effective
Amendment No. 12 under the 1933 Act dated July 30, 1997
and incorporated herein by reference.
(iii) Filed as an exhibit to Registrant's Post-Effective
Amendment No. 13 under the 1933 Act dated July 29, 1998
and incorporated herein by reference.
(iv) Filed herewith.
ITEM 24. Persons Controlled By Or Under Common Control With
Registrant
None
ITEM 25. Indemnification
Subdivision (c) of Section 12 of Article SEVENTH of
Registrant's Amended and Restated Declaration of
Trust, is incorporated herein by reference.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted
to Trustees, officers, and controlling persons of
Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant
of expenses incurred or paid by a Trustee, officer, or
controlling person of Registrant in the successful
defense of any action, suit, or proceeding) is asserted
by such Trustee, officer, or controlling person in
connection with the securities being registered,
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is
against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 26. Business & Other Connections of Investment Adviser
The business and other connections of Aquila Management
Corporation, the Fund's Investment Adviser and
Administrator is set forth in the prospectus (Part A);
the business and other connections of Mr. Lacy B.
Herrmann, its controlling shareholder are set forth in
the Statement of Additional Information (Part B). For
information as to the business, profession, vocation,
or employment of a substantial nature of its Directors
and officers, reference is made to the Form ADV filed
by it under the Investment Advisers Act of 1940.
Ferguson, Wellman, Rudd, Purdy & Van Winkle Inc.
("Ferguson, Wellman"), Registrant's investment adviser,
is an investment adviser for other non-investment
company clients. For information as to the business,
profession, vocation, or employment of a substantial
nature of the investment adviser, its directors, and
its officers, reference is made to the Form ADV filed
by it under the Investment Adviser's Act of 1940.
ITEM 27. Principal Underwriters
(a) Aquila Distributors, Inc. serves as principal
underwriter to Aquila Rocky Mountain Equity Fund,
Capital Cash Management Trust, Churchill Cash
Reserves Trust, Churchill Tax-Free Fund of Kentucky,
Hawaiian Tax-Free Trust, Narragansett Insured Tax-Free
Income Fund, Pacific Capital Cash Assets Trust, Pacific
Capital Tax-Free Cash Assets Trust, Pacific Capital
U.S. Government Securities Cash Assets Trust, Tax-Free
Fund for Utah, Tax-Free Fund of Colorado, Tax-Free
Trust of Arizona, and Tax-Free Trust of Oregon, in
addition to serving as the Registrant's principal
underwriter.
(b) For information about the Directors and officers of
Aquila Distributors, Inc., reference is made to the
Form BD filed by it under the Securities Exchange
Act of 1934.
(c) Not applicable.
ITEM 28. Location of Accounts and Records
All such accounts, books, and other documents are
maintained by the administrator and the custodian,
whose addresses appear on the back cover pages of
the Prospectus and Statement of Additional
Information, and by the fund accounting service of
the Registrant, which is Bank of Boston, 150 Royall
Street, Canton, Massachusetts 02021.
ITEM 29. Management Services
Not applicable.
ITEM 30. Undertakings
(a) Not applicable.
(b) Not applicable.
<PAGE>
Independent Auditors' Consent
To The Board of Trustees and Shareholders
Aquila Cascadia Equity Fund:
We consent to the use of our report dated April 27, 1999
incorporated herein by reference and to the reference to our
firm under the headings "Financial Highlights" in the Prospectus
"Financial Statements" and "Transfer Agent, Custodian and
Auditors" in the Statement of Additional Information.
KPMG LLP
/s/KPMG LLP
New York, New York
July 26, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all the requirements for effectiveness of this Amendment
to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933, and has caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York
and State of New York, on the 28th day of July, 1999.
AQUILA CASCADIA EQUITY FUND
(Registrant)
By
Lacy B. Herrmann, President
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or Amendment has been signed below by
the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
/s/Lacy B. Herrmann 7/28/99
______________________ President, Chairman of __________
Lacy B. Herrmann the Board and Trustee
(Principal Executive
Officer)
/s/Vernon A. Alden 7/28/99
______________________ Trustee __________
Vernon A. Alden
/s/David B. Frohnmayer 7/28/99
______________________ Trustee __________
David B. Frohnmayer
/s/James A. Gardner 7/28/99
______________________ Trustee __________
James A. Gardner
/s/Diana P. Herrmann 7/28/99
______________________ Trustee __________
Diana P. Herrmann
/s/Raymond H. Lung 7/28/99
_____________________ Trustee __________
Raymond H. Lung
/s/ John W. Mitchell 7/28/99
_____________________ Trustee __________
John W. Mitchell
/s/Richard C. Ross 7/28/99
_____________________ Trustee __________
Richard C. Ross
/s/Rose F. Marotta 7/28/99
_____________________ Chief Financial Officer __________
Rose F. Marotta (Principal Financial and
Accounting Officer)
<PAGE>
AQUILA CASCADIA EQUITY FUND
EXHIBIT INDEX
Exhibit Exhibit
Number Name
(b) By-Laws
(e) Distribution Agreement
(i) Consent of counsel
Correspondence
Dated: September 19, 1998
AQUILA CASCADIA EQUITY FUND
BY-LAWS
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the
Shareholders (which term as used herein shall, together with all
other terms defined in the Declaration of Trust, have the same
meaning as in the Declaration of Trust) shall be held at the
principal office of the Fund or at such other place as may from
time to time be designated by the Board of Trustees and stated in
the notice of meeting.
Section 2. Shareholder Voting. At any meeting of
Shareholders, Shareholders are entitled to one (1) vote for each
dollar of net asset value (determined as of the record date for
the meeting) per Share held (and fractional votes for fractional
dollar amounts.)
Section 3. Annual Meeting. In any year in which the
Trustees determine that a meeting of the Shareholders of the Fund
shall be held for the purpose of electing Trustees, that meeting
shall be held on such date and at such time as may be determined
by the Board of Trustees and as shall be designated in the notice
of meeting for the purpose of electing Trustees until the next
meeting for such purpose and for the transaction of such other
business as may properly be brought before the meeting.
Section 4. Special or Extraordinary Meetings. Special or
extraordinary meetings of Shareholders for any purpose or
purposes may be called by the Chairman of the Board of Trustees,
if any, or by the President or by the Board of Trustees and shall
be called by the Secretary upon receipt of the request in writing
signed by holders of Shares representing not less than ten
percent (10%) of the votes eligible to be cast thereat. Such
request shall state the purpose or purposes of the proposed
meeting.
Section 5. Notice of Meetings of Shareholders. Not less
than ten days' and not more than ninety days' written or printed
notice of every meeting of Shareholders, stating the time and
place thereof (and the general nature of the business proposed to
be transacted at any special or extraordinary meeting), shall be
given to each Shareholder entitled to vote thereat by leaving the
same with him or at his residence or usual place of business or
by mailing it, postage prepaid and addressed to him at his
address as it appears upon the books of the Fund.
No notice of the time, place or purpose of any meeting of
Shareholders need be given to any Shareholder who attends in
person or by proxy or to any Shareholder who, in writing executed
and filed with the records of the meeting, either before or after
the holding thereof, waives such notice.
Section 6. Record Dates. The Board of Trustees may fix, in
advance, a date, not exceeding ninety days and not less than ten
days preceding the date of any meeting of Shareholders, and not
exceeding ninety days preceding any dividend payment date or any
date for the allotment of rights, as a record date for the
determination of the Shareholders entitled to receive such
dividends or rights, as the case may be; and only Shareholders of
record on such date shall be entitled to notice of and to vote at
such meeting or to receive such dividends or rights, as the case
may be.
Section 7. Quorum, Adjournment of Meetings. The presence
in person or by proxy of the holders of record of outstanding
Shares of the Fund representing at least one-third of the votes
eligible to be cast thereat shall constitute a quorum at all
meetings of Shareholders. If at any meeting of the Shareholders
there shall be less than a quorum present, the Shareholders
present at such meeting may, without further notice, adjourn the
same from time to time until a quorum shall attend, but no
business shall be transacted at any such adjourned meeting except
such as might have been lawfully transacted had the meeting not
been adjourned.
Section 8. Voting and Inspectors. At all meetings of
Shareholders every Shareholder of record entitled to vote thereat
shall be entitled to vote at such meeting either in person or by
proxy appointed by such Shareholder or his duly authorized
attorney-in-fact.
All elections of Trustees shall be had by a plurality of the
votes cast and all questions shall be decided by a majority of
the votes cast, in each case at a duly constituted meeting,
except as otherwise provided in the Declaration of Trust or in
these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Declaration of
Trust or in these By-Laws.
At any election of Trustees, the Board of Trustees prior
thereto may, or, if they have not so acted, the Chairman of the
meeting may, and upon the request of the holders of the
outstanding Shares of the Fund representing 10% of its net asset
value entitled to vote at such election shall, appoint two
inspectors of election who shall first subscribe an oath or
affirmation to execute faithfully the duties of inspectors at
such election with strict impartiality and according to the best
of their ability, and shall after the election make a certificate
of the result of the vote taken. No candidate for the office of
Trustee shall be appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be
taken upon any election or matter, and such vote shall be taken
upon the request of the holders of the outstanding Shares of the
Fund representing 10% of its net asset value entitled to vote on
such election or matter.
Section 9. Conduct of Shareholders' Meetings. The meetings
of the Shareholders shall be presided over by the Chairman of
the Board of Trustees, if any, or if he shall not be present, by
the President, or if he shall not be present, by a
Vice-President, or if neither the Chairman of the Board of
Trustees, the President nor any Vice-President is present, by a
chairman to be elected at the meeting. A person who relinguishes
the Chair shall not be considered present for purposes of this
Section until such time as he or she resumes the Chair. The
Secretary of the Fund, if present, shall act as Secretary of such
meetings, or if he is not present, an Assistant Secretary shall
so act; if neither the Secretary nor an Assistant Secretary is
present, then the meeting shall elect its secretary.
Section 10. Concerning Validity of Proxies, Ballots, Etc.
At every meeting of the Shareholders, all proxies shall be
received and taken in charge of and all ballots shall be received
and canvassed by the secretary of the meeting, who shall decide
all questions touching the qualification of voters, the validity
of the proxies, and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed as provided in
Section 8, in which event such inspectors of election shall
decide all such questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and
property of the Fund shall be conducted and managed by a Board of
Trustees consisting of the number of initial Trustees, which
number may be increased or decreased as provided in Section 2 of
this Article. Each Trustee shall, except as otherwise provided
herein, hold office until the annual meeting of Shareholders of
the Fund next succeeding his election or until his successor is
duly elected and qualifies. Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees;
Removal. The Board of Trustees, by the vote of a majority of the
entire Board, may increase the number of Trustees to a number not
exceeding fifteen, and may elect Trustees to fill the vacancies
created by any such increase in the number of Trustees until the
next annual meeting or until their successors are duly elected
and qualify; the Board of Trustees, by the vote of a majority of
the entire Board, may likewise decrease the number of Trustees to
a number not less than two but the tenure of office of any
Trustee shall not be affected by any such decrease. Vacancies
occurring other than by reason of any such increase shall be
filled as provided for a Massachusetts business corporation. In
the event that after proxy material has been printed for a
meeting of Shareholders at which Trustees are to be elected any
one or more management nominees dies or becomes incapacitated,
the authorized number of Trustees shall be automatically reduced
by the number of such nominees, unless the Board of Trustees
prior to the meeting shall otherwise determine. Any Trustee at
any time may be removed either with or without cause by
resolution duly adopted by the affirmative votes of the holders
of the majority of the Shares of the Fund present in person or by
proxy at any meeting of Shareholders at which such vote may be
taken, provided that a quorum is present, or by such larger vote
as may be required by Massachusetts law. Any Trustee at any
time may be removed for cause by resolution duly adopted at any
meeting of the Board of Trustees provided that notice thereof is
contained in the notice of such meeting and that such resolution
is adopted by the vote of at least two thirds of the Trustees
whose removal is not proposed. As used herein, "for cause" shall
mean any cause which under Massachusetts law would permit the
removal of a Trustee of a business trust.
Section 3. Place of Meeting. The Trustees may hold their
meetings, have one or more offices, and keep the books of the
Fund outside Massachusetts, at any office or offices of the Fund
or at any other place as they may from time to time by resolution
determine, or, in the case of meetings, as they may from time to
time by resolution determine or as shall be specified or fixed
in the respective notices or waivers of notice thereof.
Section 4. Regular Meetings. Regular meetings of the Board
of Trustees shall be held at such time and on such notice, if
any, as the Trustees may from time to time determine.
The annual meeting of the Board of Trustees shall be held as
soon as practicable after the annual meeting of the Shareholders
for the election of Trustees.
Section 5. Special Meetings. Special meetings of the Board
of Trustees may be held from time to time upon call of the
Chairman of the Board of Trustees, if any, the President or two
or more of the Trustees, by oral or telegraphic or written notice
duly served on or sent or mailed to each Trustee not less than
one day before such meeting. No notice need be given to any
Trustee who attends in person or to any Trustee who, in writing
executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice. Such notice or
waiver of notice need not state the purpose or purposes of such
meeting.
Section 6. Quorum. One-third of the Trustees then in
office shall constitute a quorum for the transaction of business,
provided that a quorum shall in no case be less than two
Trustees. If at any meeting of the Board there shall be less
than a quorum present (in person or by open telephone line, to
the extent permitted by the 1940 Act), a majority of those
present may adjourn the meeting from time to time until a quorum
shall have been obtained. The act of the majority of the
Trustees present at any meeting at which there is a quorum shall
be the act of the Board, except as may be otherwise specifically
provided by statute, by the Declaration of Trust or by these
By-Laws.
Section 7. Executive Committee. The Board of Trustees may,
by the affirmative vote of a majority of the entire Board, elect
from the Trustees an Executive Committee to consist of such
number of Trustees as the Board may from time to time determine.
The Board of Trustees by such affirmative vote shall have power
at any time to change the members of such Committee and may fill
vacancies in the Committee by election from the Trustees. When
the Board of Trustees is not in session, the Executive Committee
shall have and may exercise any or all of the powers of the
Board of Trustees in the management of the business and affairs
of the Fund (including the power to authorize the seal of the
Fund to be affixed to all papers which may require it) except as
provided by law and except the power to increase or decrease the
size of, or fill vacancies on the Board. The Executive Committee
may fix its own rules of procedure, and may meet, when and as
provided by such rules or by resolution of the Board of Trustees,
but in every case the presence of a majority shall be necessary
to constitute a quorum. In the absence of any member of the
Executive Committee the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of
the Board of Trustees to act in the place of such absent member.
Section 8. Other Committees. The Board of Trustees, by the
affirmative vote of a majority of the entire Board, may appoint
other committees which shall in each case consist of such number
of members (not less than two) and shall have and may exercise
such powers as the Board may determine in the resolution
appointing them. A majority of all members of any such committee
may determine its action, and fix the time and place of its
meetings, unless the Board of Trustees shall otherwise provide.
The Board of Trustees shall have power at any time to change the
members and powers of any such committee, to fill vacancies, and
to discharge any such committee.
Section 9. Informal Action by and Telephone Meetings of
Trustees and Committees. Any action required or permitted to be
taken at any meeting of the Board of Trustees or any committee
thereof may be taken without a meeting, if a written consent to
such action is signed by all members of the Board, or of such
committee, as the case may be. Trustees or members of a
committee of the Board of Trustees may participate in a meeting
by means of a conference telephone or similar communications
equipment; such participation shall, except as otherwise required
by the 1940 Act, have the same effect as presence in person.
Section 10. Compensation of Trustees. Trustees shall be
entitled to receive such compensation from the Fund for their
services as may from time to time be voted by the Board of
Trustees.
Section 11. Dividends. Dividends or distributions payable
on the Shares may, but need not be, declared by specific
resolution of the Board as to each dividend or distribution; in
lieu of such specific resolutions, the Board may, by general
resolution, determine the method of computation thereof, the
method of determining the Shareholders to which they are payable
and the methods of determining whether and to which Shareholders
they are to be paid in cash or in additional Shares.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of
the Fund shall be chosen by the Board of Trustees as soon as may
be practicable after the annual meeting of the Shareholders.
These may include a Chairman of the Board of Trustees, and shall
include a President, one or more Vice-Presidents (the number
thereof to be determined by the Board of Trustees), a Secretary
and a Treasurer. The Chairman of the Board of Trustees, if any,
and the President may, but need not be, selected from among the
Trustees. The Board of Trustees may also in its discretion
appoint Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have such authority and
perform such duties as the Board or the Executive Committee may
determine. The Board of Trustees may fill any vacancy which may
occur in any office. Any two offices, except those of President
and Vice-President, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law or
these By-Laws to be executed, acknowledged or verified by two or
more officers.
Section 2. Term of Office. The term of office of all
officers shall be one year and until their respective successors
are chosen and qualify; however, any officer may be removed from
office at any time with or without cause by the vote of a
majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Fund
shall have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as may from
time to time be conferred by the Board of Trustees or the
Executive Committee.
ARTICLE IV
SHARES
Section 1. Certificates of Shares. Each Shareholder of the
Fund may be issued a certificate or certificates for his Shares
in such form as the Board of Trustees may from time to time
prescribe, but only if and to the extent and on the conditions
prescribed by the Board.
Section 2. Transfer of Shares. Shares shall be
transferable on the books of the Fund by the holder thereof in
person or by his duly authorized attorney or legal
representative, upon surrender and cancellation of certificates,
if any, for the same number of Shares, duly endorsed or
accompanied by proper instruments of assignment and transfer,
with such proof of the authenticity of the signature as the Fund
or its agent may reasonably require; in the case of Shares not
represented by certificates, the same or similar requirements may
be imposed by the Board of Trustees.
Section 3. Stock Ledgers. The stock ledgers of the Fund,
containing the name and address of the Shareholders and the
number of Shares held by them respectively, shall be kept at the
principal offices of the Fund or, if the Fund employs a transfer
agent, at the offices of the transfer agent of the Fund.
Section 4. Lost, Stolen or Destroyed Certificates. The
Board of Trustees may determine the conditions upon which a new
certificate may be issued in place of a certificate which is
alleged to have been lost, stolen or destroyed; and may, in their
discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety to the Fund
and the transfer agent, if any, to indemnify it and such transfer
agent against any and all loss or claims which may arise by
reason of the issue of a new certificate in the place of the one
so lost, stolen or destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the
Fund, in such form and bearing such inscriptions as it may
determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Fund shall be fixed by the Board of
Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Fund may be altered, amended, added to or
repealed by the Shareholders or by majority vote of the entire
Board of Trustees, but any such alteration, amendment, addition
or repeal of the By-Laws by action of the Board of Trustees may
be altered or repealed by the Shareholders.
AQUILA CASCADIA EQUITY FUND
DISTRIBUTION AGREEMENT
AGREEMENT, made as of this 28th day of May, 1999 by and
between AQUILA CASCADIA EQUITY FUND (hereinafter called the
"Fund"), and AQUILA DISTRIBUTORS, INC., (hereinafter called the
"Distributor").
W I T N E S S E T H:
WHEREAS, the Fund and the Distributor have previously
entered into the Distribution Agreement dated as of February 10,
1999;
WHEREAS, on May 3, 1999 the Board of Trustees of the Fund
approved a new Distribution Agreement, to go into effect upon
anticipated changes in ownership of the Distributor; and
WHEREAS, the transfer of shares of the Distributor effecting
such changes in ownership occurred as of the date hereof; and
WHEREAS, contemporaneously therewith pursuant to an
instrument executed and delivered between the parties, a new
Distribution Agreement went into effect, identical in its
provisions to the Distribution Agreement in effect immediately
prior thereto, except for the date of its effectiveness; and
WHEREAS, this Agreement is a document explicitly containing
all of the provisions of the new Distribution Agreement,
representing in explicit form the new Distribution Agreement
created thereby;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
receipt of which is hereby acknowledged, it is agreed by a
between the parties hereto as follows:
W I T N E S S E T H :
In consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which
is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
1. The Distributor agrees to act as principal underwriter
and exclusive distributor of the shares of the Fund. The price
at which shares of the Fund are issued to the public by the
Distributor shall be as computed and effective as set forth in
the Prospectus and Statement of Additional Information of the
Fund current as of the time of such sale (collectively, the
"Current Prospectus"). The Distributor is authorized to
determine from time to time (i) the sales charges forming part of
the public offering price and any dealer discount paid to dealers
and any agency commissions paid to brokers; (ii) the terms of any
privilege reducing or eliminating such sales charges; and (iii)
the terms of any sales agreement entered into by the Distributor
relating to the sale of the Fund's shares and the identity of any
broker or dealer with which such agreements are entered into.
The Fund agrees that it will promptly amend or supplement the
Current Prospectus in connection with any change in any of the
foregoing. The Distributor agrees to bear the costs of printing
and distributing all copies of the Fund's prospectuses,
statements of additional information and reports to shareholders
which are not sent to the Fund's shareholders, as well as the
costs of supplemental sales literature, advertising and other
promotional activities.
2. The Fund agrees to issue shares of the Fund, subject to
the provisions of its Declaration of Trust and By-Laws, to the
Distributor as ordered by the Distributor, but only to the extent
that the Distributor shall have received purchase orders therefor
at the times and subject to the conditions set forth in the
Current Prospectus. Certificates for shares need not be created
or delivered by the Fund in any case in which the purchase is
made under terms not calling for such certificates. Shares
issued by the Fund shall be registered in such name or names and
amounts as the Distributor may request from time to time and all
shares when so paid for and issued shall be fully paid and non-
assessable to the extent set forth in the Current Prospectus.
3. The Distributor shall act as principal in all matters
relating to promotion of the growth of the Fund and shall enter
into all of its engagements, agreements and contracts as
principal on its own account. The title to shares of the Fund
issued and sold through the Distributor shall pass directly from
the Fund to the dealer or investor, or shall, if the Distributor
so consents, first pass to the Distributor, as may from time to
time be determined by the Board of Trustees of the Fund.
4. The Fund hereby consents to any arrangements whereby
the Distributor may act as principal underwriter for other
investment companies or as principal underwriter, sponsor or
depositor for unit investment trusts and periodic payment plan
certificates issued thereby, or as investment adviser, sub-
adviser or administrator to the Fund or other investment
companies or persons. The Fund also consents to the Distributor
carrying on a business as a broker, dealer and underwriter in
securities and to carrying on any other lawful business.
5. The Fund covenants and agrees that it will not during
the term of this Agreement, without the consent of the
Distributor, offer any shares of the Fund for sale directly or
through any person or corporation other than the Distributor
excepting only (a) the reinvestment of dividends and/or
distributions, or their declaration in shares of the Fund, in
optional form or otherwise; (b) the issuance of additional shares
through stock splits or stock dividends; (c) sales of shares to
another investment or securities holding company in the process
of purchasing all or a portion of its assets; or (d) in
connection with an exchange of the Fund's shares for shares of
another investment company or securities holding company.
6. The Fund agrees to use its best efforts to register
from time to time under the Securities Act of 1933 adequate
amounts of shares of the Fund for sale by the Distributor to the
public and to register or qualify, or to permit the Distributor
to register or qualify, such shares for offering to the public in
such States or other jurisdictions as may be designated by the
Distributor.
7. The Fund agrees to advise the Distributor of the net
asset value of the Fund's shares as often as computed. The Fund
will also furnish to the Distributor, as soon as practicable,
such information as may reasonably be requested by the
Distributor in order that it may know all of the facts necessary
to sell shares of the Fund.
8. The Distributor is familiar with the Declaration of
Trust and By-Laws of the Fund, each as presently in effect.
Insofar as they are applicable to the Distributor as principal
underwriter of the Fund, it will comply with the provisions of
the Declaration of Trust and By-Laws of the Fund and with the
provisions of all acts administered by the Securities and
Exchange Commission (the "Commission") and rules thereunder.
9. This amended and restated Agreement shall go into
effect on the date first above written, and shall, unless
terminated as hereinafter provided, continue in effect until the
next June 30, and from year to year thereafter, but only so long
as such continuance is specifically approved at least annually as
provided in the Investment Company Act of 1940 (the "Act"). This
Agreement shall automatically terminate in the event of its
assignment (as defined in the Act) and may be terminated by
either party on sixty days written notice to the other party.
10. The Fund agrees with the Distributor, for the benefit
of the Distributor and each person, if any, who controls the
Distributor within the meaning of Section 15 of the Securities
Act of 1933 (the "Securities Act") and each and all and any of
them, to indemnify and hold harmless the Distributor and any such
controlling person from and against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of
them may become subject under the Securities Act, under any other
statute, at common law or otherwise, and to reimburse the
Distributor and such controlling persons, if any, for any legal
or other expenses (including the cost of any investigation and
preparation) reasonably incurred by them or any of them in
connection with any litigation whether or not resulting in any
liability, insofar as such losses, claims, damages, liabilities
or litigation arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact
contained in any Registration Statement or any Prospectus, filed
with the Commission, or any amendment thereof or supplement
thereto, or which arise out of, or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this indemnity agreement
shall not apply to amounts paid in settlement of any such
litigation if such settlement is effected without the consent of
the Fund or to any such losses, claims, damages, liabilities or
litigation arising out of, or based upon, any untrue statement or
alleged untrue statement of a material fact contained in any such
Registration Statement or Prospectus, or any amendment thereof or
supplement thereto, or arising out of, or based upon, the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, which statement or omission was made in
reliance upon information furnished in writing to the Fund by the
Distributor for inclusion in any such Registration Statement or
Prospectus or any amendment thereof or supplement thereto. The
Distributor and each such controlling person shall, promptly
after the complaint shall have been served upon the Distributor
or such controlling person in respect of which indemnity may be
sought from the Fund on account of its agreement contained in
this paragraph, notify the Fund in writing of the commencement
thereof. The omission of the Distributor or such controlling
person so to notify the Fund of any such litigation shall relieve
the Fund from any liability which it may have to the Distributor
or such controlling person on account of the indemnity agreement
contained in this paragraph, but shall not relieve the Fund from
any liability which it may have to the Distributor or controlling
person otherwise than on account of the indemnity agreement
contained in the paragraph. In case any such litigation shall be
brought against the Distributor or any such controlling person
and notice of the commencement thereof shall have been given to
the Fund, the Fund shall be entitled to participate in (and, to
the extent that it shall wish, to direct) the defense thereof at
its own expense, but such defense shall be conducted by counsel
of good standing and satisfactory to the Distributor or such
controlling person or persons, defendant or defendants in the
litigation. The indemnity agreement of the Fund contained in
this paragraph shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
the Distributor or any such controlling person, and shall survive
any delivery of shares of the Fund. The Fund agrees to notify
the Distributor promptly of the commencement of any litigation or
proceeding against it or any of its officers or directors of
which it may be advised in connection with the issue and sale of
shares of the Fund.
11. Anything herein to the contrary notwithstanding, the
agreement in paragraph 10, insofar as it constitutes a basis for
reimbursement by the Fund for liabilities (other than payment by
the Fund of expenses incurred or paid in the successful defense
of any action, suit or proceeding) arising under the Securities
Act, shall not extend to the extent of any interest therein of
any person who is an underwriter or a partner or controlling
person of an underwriter within the meaning of Section 15 of the
Securities Act or who, at the date of this Agreement, is a
Trustee of the Fund, except to the extent that an interest of
such character shall have been determined by a court of
appropriate jurisdiction as not against public policy as
expressed in the Securities Act. Unless in the opinion of
counsel for the Fund the matter has been adjudicated by
controlling precedent, the Fund will, if a claim for such
reimbursement is asserted, submit to a court of appropriate
jurisdiction the question of whether or not such interest is
against the public policy as expressed in the Securities Act.
12. The Distributor agrees to indemnify and hold harmless
the Fund and its Trustees and such officers as shall have signed
any Registration Statement filed with the Commission from and
against any and all losses, claims, damages or liabilities, joint
or several, to which the Fund or such Trustees or officers may
become subject under the Securities Act, under any other statute,
at common law or otherwise, and will reimburse the Fund or such
Trustees or officers for any legal or other expenses (including
the cost of any investigation and preparation) reasonably
incurred by it or them or any of them in connection with any
litigation, whether or not resulting in any liability, insofar as
such losses, claims, damages, liabilities or litigation arise out
of, or are based upon, any untrue statement or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which
statement or omission was made in reliance upon information
furnished in writing to the Fund by the Distributor for inclusion
in any Registration Statement or any Prospectus, or any amendment
thereof or supplement thereto. The Distributor shall not be
liable for amounts paid in settlement of any such litigation if
such settlement was effected without its consent. The Fund and
its Trustees and such officers, defendant or defendants, in any
such litigation shall, promptly after the complaint shall have
been served upon the Fund or any such Trustee or officer in
respect of which indemnity may be sought from the Distributor on
account of its agreement contained in this paragraph, notify the
Distributor in writing of the commencement thereof. The omission
of the Fund or such Trustee or officer so to notify the
Distributor of any such litigation shall relieve the Distributor
from any liability which it may have to the Fund or such Trustee
or officer on account of the indemnity agreement contained in
this paragraph, but shall not relieve the Distributor from any
liability which it may have to the Fund or such Trustee or
officer otherwise than on account of the indemnity agreement
contained in this paragraph. In case any such litigation shall
be brought against the Fund or any such Trustee or officer and
notice of the commencement thereof shall have been so given to
the Distributor, the Distributor shall be entitled to participate
in (and, to the extent that it shall wish, to direct) the defense
thereof at its own expense, but such defense shall be conducted
by counsel of good standing and satisfactory to the Fund. The
indemnity agreement of the Distributor contained in this
paragraph shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Fund
and shall survive any delivery of shares of the Fund. The
Distributor agrees to notify the Fund promptly of the
commencement of any litigation or proceeding against it or any of
its officers or directors or against any such controlling person
of which it may be advised, in connection with the issue and sale
of the Fund's shares.
13. Notwithstanding any provision contained in this
Agreement, no party hereto and no person or persons in control of
any party hereto shall be protected against any liability to the
Fund or its security holders to which they would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of their duties, or by reason of
their reckless disregard of their obligations and duties under
this Agreement.
14. The Fund shall immediately advise the Distributor (a)
when any post-effective amendment to its Registration Statement
or any further amendment or supplement thereto or any further
Registration Statement or amendment or supplement thereto becomes
effective, (b) of any request by the Commission for amendments to
the Registration Statement or the then effective Prospectus or
for additional information, (c) of the issuance by the Commission
of any stop order suspending the effectiveness of the
Registration Statement, or the initiation of any proceedings for
that purpose, and (d) of the happening of any event which makes
untrue any material statement made in the Registration Statement
or the Current Prospectus or which in the opinion of counsel for
the Fund requires the making of a change in the Registration
Statement or the Current Prospectus in order to make the
statements therein not misleading. In case of the happening at
any time of any event which materially affects the Fund or its
securities and which should be set forth in a supplement to or an
amendment of the then effective Prospectus in order to make the
statements therein not misleading the Fund shall prepare and
furnish to the Distributor such amendment or amendments to the
then effective Prospectus as will correct the Prospectus so that
as corrected it will not contain, or such supplement or
supplements to the then effective Prospectus which when read in
conjunction with the then effective Prospectus will make the
combined information not contain, any untrue statement of a
material fact or any omission to state any material fact
necessary in order to make the statements in the then effective
Prospectus not misleading. The Fund shall, if at any time the
Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, make every
reasonable effort to obtain the prompt lifting of such order.
15. Except as expressly provided in paragraphs 10 and 12
hereof, the agreements herein set forth have been made and are
made solely for the benefit of the Fund, the Distributor, and the
persons expressly provided for in paragraphs 10 and 12, their
respective heirs, successors, personal representatives and
assigns, and except as so provided, nothing expressed or
mentioned herein is intended or shall be construed to give any
person, firm or corporation, other than the Fund, the
Distributor, and the persons expressly provided for in paragraphs
10 and 12, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any representation, warranty or
agreement herein contained. Except as so provided, the term
"heirs, successors, personal representatives and assigns" shall
not include any purchaser of shares merely because of such
purchase.
16. The Fund may use the name "Aquila" or any name derived
from or similar to the name "Aquila Management Corporation" or
"Aquila Distributors, Inc." or any trade or service mark
associated therewith, only for so long as this Agreement or any
extension, renewal or amendment thereof remains in effect. At
such time as this Agreement shall no longer be in effect, the
Fund shall (to the extent it lawfully can) cease to use such a
name or any other name indicating that the Fund is administered,
distributed or otherwise connected with the Distributor or with
Aquila Management Corporation (collectively, (the "Aquila
Organization") and refrain from using any trade or service mark
containing the word "Aquila." The Fund acknowledges that it has
adopted the name "Aquila Cascadia Equity Fund" through permission
of the Aquila Organization and agrees that the Aquila
Organization reserves to itself and any successor to any of its
business the right to grant the non-exclusive right to use the
names Aquila or any similar name to any other corporation or
entity, including but not limited to any investment company of
which the Aquila Organization or any subsidiary or affiliate
thereof or any successor to the business of any thereof shall be
the adviser, sub-adviser, administrator or distributor.
17. The Distributor understands that the obligations of
this Agreement are not binding upon any shareholder of the Fund
personally, but bind only the Fund's property; the Distributor
represents that it has notice of the provisions of the Fund's
Declaration of Trust disclaiming shareholder liability for acts
or obligations of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized
officers and their seals to be affixed as of the day and year
first above written.
ATTEST: AQUILA CASCADIA EQUITY FUND
_______________________ By:______________________________
ATTEST: AQUILA DISTRIBUTORS, INC.
_______________________ By:______________________________
HOLLYER BRADY SMITH TROXELL
BARRETT ROCKETT HINES & MONE LLP
551 Fifth Avenue
New York, NY 10176
Tel: (212) 818-1110
FAX: (212) 818-0494
July 26, 1999
To the Trustees of Aquila Cascadia Equity Fund
We consent to the incorporation by reference into post-
effective amendment No. 15 under the 1933 Act and No. 19 under
the 1940 Act of our opinion dated April 19, 1996.
Hollyer Brady Smith Troxell
Barrett Rockett Hines & Mone LLP
/s/ W.L.D. Barrett
by__________________________
Partner
