Registration Nos. 33-72212 & 811-8168
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. 5 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ X ]
Amendment No. 8 [ X ]
AQUILA ROCKY MOUNTAIN EQUITY FUND
(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)
[___] on (date) pursuant to paragraph (b)
[___] 60 days after filing pursuant to paragraph (a)(i)
[_x__] on April 30, 1999, 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 ROCKY MOUNTAIN EQUITY FUND
CROSS REFERENCE SHEET
Item No. Headings in the Prospectuses:
1 Front Cover Page; Back Cover Page
2 The Fund's Objective, Investment Strategies and
Main Risks
3 Risk/Return Bar Chart; Fees and Expenses of the
Fund
4 The Fund's Objective, Investment Strategies and
Main Risks
5 Provided in the Fund's Annual Report
6 "How is the Fund Managed?"
7 Net Asset Value Per Share; Purchases and
Redemptions; Alternate Purchase Plans; Dividends
and Distributions; Tax Information
8 Alternate Purchase Plans
9 Financial Highlights
Part B of
Form N-1A Caption of Statement of Additional information
10 Cover Page
11 Fund History
12 Investment Strategies and Risks; Fund Policies
13 Management of the Fund
14 Ownership of Securities; Management Ownership
15 Investment Advisory and Other Services
16 Brokerage Allocation and Other Practices; Sub-
Advisory Agreement
17 Capital Stock
18 Purchase Redemption and Pricing of Shares
19 Taxation of the Fund
20 Underwriters
21 Performance
22 Financial Statements**
<PAGE>
AQUILA ROCKY MOUNTAIN EQUITY FUND
380 Madison Avenue, Suite 2300
New York, New York 10017
800-ROCKY-55 (800-762-5955)
212-697-6666
Prospectus
Class A Shares April 30, 1999
Class C Shares
Aquila Rocky Mountain Equity Fund (the "Fund") is a mutual fund
whose objective is capital appreciation. It seeks to achieve its
objective through investment in securities (primarily equity
securities) of companies having a significant business presence in
the general Rocky Mountain region of our country.
For Purchase, Redemption or Account inquiries contact the Fund's
Shareholder Servicing Agent:
PFPC Inc.* 400 Bellevue Parkway * Wilmington, DE 19809
800-ROCKY-22 (800-762-5922) toll free
For General Inquiries & Yield Information
800-ROCKY-55 (800-762-5955) 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 Colorado, Arizona,
Idaho, Montana, Nevada, New Mexico, Utah and Wyoming the "Rocky
Mountain Region." The Fund seeks to achieve its objective by
investing primarily in equity securities of companies ("Rocky
Mountain Companies") having a significant business presence in the
Rocky Mountain 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.
"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.
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.
The Adviser has informed the Fund that on or after July 22,
1999, it will discontinue its services to the Fund. The Sub-Adviser
is engaged in a search for a successor adviser, and is in
discussions with a possible candidate, which would be subject to
Board and Shareholder approval. If no suitable successor adviser is
located and approved, the Board of Trustees could determine it to
be appropriate to designate the Sub-Adviser as adviser. If neither
of these occurs, the Board will then weigh other possible actions,
including merger of the Fund with another fund, sale of the Fund's
assets to another fund, or, if these prove impracticable,
recommending to the shareholders that the Fund be liquidated.
<PAGE>
AQUILA ROCKY MOUNTAIN 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 Rocky Mountain Equity Fund+ by showing
changes in the Fund's performance from year to year since inception
and by showing how the Fund's average annual returns for one, five
and ten years 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
1994-1998
<C> <C> <C> <C> <C>
28
24 23.01
XXXX
20% 19.68 XXXX
XXXX 18.68 XXXX
16% XXXX XXXX XXXX
XXXX XXXX XXXX
12% XXXX XXXX XXXX
XXXX XXXX XXXX
8% XXXX XXXX XXXX
XXXX XXXX XXXX
4% XXXX XXXX XXXX
XXXX XXXX XXXX
0% XXXX XXXX XXXX
-3.24 XXXX XXXX XXXX
- -4% XXXX XXXX XXXX XXXX XXXX
-5.31
- -8%
1994 1995 1996 1997 1998
Calendar Years
+ Refers to Class A Shares unless otherwise indicated.
During the period shown in the bar chart, the highest return for a
quarter was 13.64% (quarter ended September 30, 1997) and the
lowest return for a quarter was -11.66% (quarter ended September
30, 1994).
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.
However, the average annual total returns shown below for Class A
shares do reflect the maximum 4.25% sales load.
</TABLE>
<TABLE>
<CAPTION>
Average Annual Total Return
Since
For the Period Ended 1-Year inception of
December 31,1998 the Fund
<S> <C> <C>
Aquila Rocky Mountain Equity Fund
Class A Shares -9.31% 10.08%*
Aquila Rocky Mountain Equity Fund
Class C Shares -7.01% 7.97%**
Russell 2000 Index***
Class A Shares -2.55 14.72%*
Class C Shares -2.55 8.84%**
<FN>
*From commencement of operations on July 22, 1994.
</FN>
<FN>
**From commencement of new class of shares on May 1, 1996.
</FN>
<FN>
***The Russell 2000 Index is an unmanaged index of small company
stocks throughout the United States.
</FN>
AQUILA ROCKY MOUNTAIN 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 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)
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends
(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%
12b-1 Fee ................................0.25% 0.75%
All Other Expenses:
Service Fee........................None 0.25%
Other Expenses (3).................3.18% 3.40%
Total All Other Expenses (3)..............3.18% 3.65%
Total Annual Fund
Operating Expenses (3)....................4.93% 5.90%
</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............$897 $1,843 $2,789 $5,162
Class C Shares............$687 $1,746 $2,884 $5,316(4)
You would pay the following expenses if you did not redeem your shares:
Class A Shares............$897 $1,843 $2,789 $5,162
Class C Shares............$587 $1,746 $2,884 $5,316(4)
<FN>
(1) Certain shares purchased in transactions of $1 million or more
without a sales charge may be subject to a contingent deferred
sales charge of up to 1% upon redemption during the first two
years after purchase and 0.50 of 1% of the proceeds of redemption
upon redemption during the third and fourth years after purchase.
See "Redemption of CDSC Class A Shares."
</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 the Sub-Adviser and the Administrator (the
"Sub-Adviser") have undertaken to waive all their fees until the
Fund attains an asset size of $10 million. After the Fund attains
the asset size of ten million, it is anticipated that certain fees
for that fiscal year will be waived following a predetermined
formula. If the Adviser and Sub-Adviser determine that it would be
advisable to waive some or all of their fees, it is anticipated
that as the asset size of the Fund increases, waivers would be
progressively reduced so that when assets exceed approximately $25
million a substantial portion of these fees would be paid. Since
the Fund's inception, the Sub-Adviser, in its sole discretion, has
been reimbursing some or all of the Fund's other operating
expenses. The expense ratios for the fiscal year ended December 31,
1998 after giving effect to the waivers, expense reimbursement, and
the expense offset for uninvested cash balances were incurred at
the following annual rates: for Class A shares, management fees,
0.00%; 12b-1 fee, 0.25%; and other expenses, 1.30% resulting in
Total Fund Operating Expenses of 1.55%; for Class C Shares,
management fees, 0.00%; 12b-1 fee, 0.75%; service fee, 0.25% and
other expenses, 1.33% resulting in Total Fund Operating Expenses of
2.33%.
</FN>
<FN>
(4) Six years after the date of purchase, Class C Shares are
automatically converted to Class A Shares. Because of the effect of
the asset-based 12b-1 fee and Service fee on Class C 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.
</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 Rocky Mountain Region of the
country.
"What is the Rocky Mountain Region?"
The general Rocky Mountain region of our country consists of
Colorado, Arizona, Idaho, Montana, Nevada, New Mexico, Utah and
Wyoming.
What are Rocky Mountain Companies?"
Companies with a significant business presence in the Rocky
Mountain Region are called Rocky Mountain Companies. These are
companies (i) whose principal executive offices are located in the
Rocky Mountain Region, (ii) which have more than 50% of their
assets located in the Rocky Mountain Region or (iii) which derive
more than 50% of their revenues or profits from the Rocky Mountain
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.)
How are the Fund's investments chosen?"
In selecting investments for the Fund, the Adviser will
generally employ the investment philosophy of seeking to invest in
established, financially sound, well-managed Rocky Mountain
Companies whose securities it considers to be selling at a
reasonable price relative to their growth rate and anticipated
future values. Emphasis will be placed upon selection of Rocky
Mountain Companies whose securities are selling at lower prices
than comparable investments; other securities may be selected whose
issuers the Adviser believes are experiencing better growth
relative to comparable investments. It is anticipated that a number
of factors will be considered in investment selection, including
but not limited to: product characteristics and market potential,
operating ratios, management abilities, intrinsic value of
securities, securities' market action, and the overall economic,
monetary, political and market environment. The Adviser currently
focuses on approximately 300-400 Rocky Mountain Companies from
which it selects investments for the Fund's portfolio.
In unusual market conditions when the 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. Treasury securities,
corporate bonds or high grade short-term money-market securities,
without geographic or percentage limitation. Only corporate
securities rated "A" or equivalent by a nationally recognized
statistical rating organization will be purchased. See below for a
description of these organizations and an explanation of their
ratings.
"What are the main risk factors and special considerations
regarding investment in Rocky Mountain Companies?"
The Fund's assets, being primarily or entirely invested in the
securities of Rocky Mountain Companies, are subject to economic and
other conditions affecting the various states which comprise the
Rocky Mountain Region.
The states of the Rocky Mountain Region are characterized by
wide differences in climate, great distances and relatively low
population density. In some areas, availability of water is a
factor of considerable importance in economic development and water
issues will likely affect the growth and prosperity of much of the
Region in the future. Originally heavily oriented toward the
exploitation of natural resources, in recent years the economies of
the states of the Rocky Mountain Region have shifted toward more
diversity with increases in tourism, high technology and the
service sector. The region has been characterized in recent years
by population growth and immigration from other areas of the United
States. Some of the states in the Rocky Mountain Region have
experienced growth rates above the national averages.
Because of the large geographic size of the Rocky Mountain
Region, the above factors may have varying importance from one
state to another. It is not possible to predict what effect they
may individually or collectively have on any particular company in
which the Fund may choose to invest.
In addition, companies with headquarters in the Rocky Mountain
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.
Because the Fund will invest most, and may invest all, of its
assets in Rocky Mountain Companies, it may have less
diversification than funds without this investment policy.
In addition to considerations specifically affecting the Rocky
Mountain Region, other risk factors include the following.
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 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 a lesser number of 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.
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 Sub-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 Sub-Adviser
that they are currently compliant. The three mission critical
vendors -- the shareholder servicing agent, the custodian and the
fund accounting agent -- as well as other support organizations,
advised the Sub-Adviser in 1998 that they were actively working on
necessary changes. These three vendors, having anticipated
readiness by December 1998, so informed the Sub-Adviser; thereafter
they advised the Sub-Adviser that they expect to be ready during
the first half of 1999. The Sub-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 the
target dates will be met or that these steps will be sufficient to
avoid any adverse impact on the Fund.
FUND MANAGEMENT
"How is the Fund managed?"
KPM Investment Management, Inc. (the "Adviser") supervises the
investment program of the Fund and the composition of its
portfolio. Through its Denver office, the Adviser currently serves
as investment adviser for Tax-Free Fund of Colorado, a tax-free
municipal bond fund which was also founded and sponsored by Aquila
Management Corporation. The Adviser has told the Fund that it will
cease to act as adviser on July 22, 1999.
Aquila Management Corporation, founder of the Fund, serves as
Sub-Adviser and Administrator (the "Sub-Adviser") for the Fund
under a Sub-Advisory and Administration Agreement (the
"Sub-Advisory and Administration Agreement"). The Sub-Adviser is
the founder and serves as administrator for three other funds
oriented to the Rocky Mountain Region: Tax-Free Trust of Arizona,
with assets of $404 million, Tax-Free Fund of Colorado, with assets
of $219 million and Tax-Free Fund For Utah, with assets of $57
million, all as of January 31, 1999.
Information about the Adviser and the Sub-Adviser
The Adviser is a wholly-owned subsidiary of KFS Corporation,
a member of the Mutual of Omaha Companies. Founded in 1981, the
Adviser provides discretionary equity, fixed-income and balanced
account management to mutual funds, retirement plans, foundations,
endowments and high net-worth individuals and currently manages
over $1 billion of clients' assets.
The Adviser performs its advisory function at its primary
office in Omaha, Nebraska. The Adviser maintains a team-oriented
equity investment process, utilizing the collective experience and
knowledge of each of four equity portfolio manager/analysts. The
equity team divides research responsibility by sector and each
manager/analyst prepares both industry research and recommendations
on individual issues.
Mr. Randall D. Greer has final responsibility for
implementation of the investment process for the Fund. Mr. Greer
has been President and CEO of the Adviser since 1994. From 1988 to
1994, he was President of Kirkpatrick, Pettis, Smith, Polian, Inc.
("Kirkpatrick, Pettis"), a broker/dealer and investment adviser,
which at that time was the parent company and is now an affiliate
of the Adviser. From 1975 to 1987, he held various positions at
Kirkpatrick, Pettis including research analyst, Director of
Research and Chief Investment Officer. He is Chairman of the
Adviser's Board of Directors and a member of the Board of
Kirkpatrick, Pettis and the Kirkpatrick Pettis Trust Company. He
holds a B.S. in Psychology from the University of Nebraska at
Lincoln and an M.B.A. from the University of Florida. He is a
Chartered Financial Analyst and a member of the Association for
Investment Management and Research.
The Adviser has its primary office at 10250 Regency Circle,
Omaha, NE 68114 and its Denver office is located at One Norwest
Center, 1700 Lincoln Street, Denver, CO 80203. Since 1983, the
Adviser has been wholly-owned by Mutual of Omaha Insurance Company,
whose principal office is at Mutual of Omaha Plaza, Omaha, NE
68175.
The Fund's Sub-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 Sub-Adviser, which was founded in
1984, is controlled by Mr. Lacy B. Herrmann, directly, through a
trust and through share ownership by his wife.
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; see the
Additional Statement for further information. 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 *
Florida * Hawaii * Idaho * Kansas * Kentucky * Minnesota *
Missouri * Montana * Nebraska * Nevada * New Jersey * New Mexico
* New York * Ohio * Oklahoma * Oregon * Texas (Class A Shares
only) * Utah * Washington * Wisconsin * 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 or savings bank, 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 Rocky Mountain "Aquila Rocky Mountain
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 to be made 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 day's
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 accepted.
There is no minimum period for investment in the Fund,
except for shares recently purchased by check, 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:
800-762-5922
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 accept 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 the 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 acceptance of your redemption request. Except as
described below, payments will normally be sent to your address
of record within 7 days after acceptance of your redemption
request.
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 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 in conformity
with SEC rules. This method would only be used if Trustees
determined 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.
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.
"Is there an Automatic Withdrawal Plan?"
Yes, but it is only available for Class A Shares.
You may establish an Automatic Withdrawal Plan if you own or
purchase Class A Shares of the Fund having a net asset value of
at least $5,000. Under the Plan:
* You will receive a monthly or quarterly check in a stated
amount of not less than $50.
* All dividends and distributions must be reinvested in your
account.
* Redemptions of shares to make payments will give rise to a
gain or loss for tax purposes. See the Automatic Withdrawal
Plan provisions on the Application included with this
Prospectus and "Dividends and Distributions" below.
Restrictions
You may not maintain an Automatic Withdrawal Plan while
simultaneously making regular purchases. Purchases of additional
shares concurrent with withdrawals are disadvantageous due to the
payment of sales charges when purchases are made. While an
occasional lump sum investment may be made, such investment
should normally equal at least the lesser of three times the
annual withdrawal or $5,000.
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 purchase 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.
Distributions and An asset retention Level charge for
Service Fees service fee of 0.25 distribution and
of 1% is imposed on service fees for 6
the average annual years after the date
net assets of purchase at the
represented by the aggregate annual
Class A Shares. rate of 1% of the
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 and other
distributions paid
in additional Class
C Shares,
automatically
convert to Class A
Shares after 6
years.
Six years after the date of purchase, Class C Shares,
including Class C Shares acquired in exchange for other Class C
Shares under the Exchange Privilege, are automatically converted
to Class A Shares. (See "Exchange Privilege" in the Additional
Statement.) 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") at the rate of 1%,
calculated on the net asset value of the redeemed Class C Shares
at the time of purchase or of redemption, whichever is less. The
amount of any CDSC will be paid to the Distributor. The CDSC does
not apply to shares acquired through the reinvestment of
dividends on Class C Shares or to any Class C Shares held for
more than 12 months after purchase. 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.
* This CDSC paid to the Distributor is calculated based on the
lesser of the net asset value at the time of purchase or
redemption. To determine whether a CDSC is payable on a
redemption, we assume that the redemption is made on 1) any
shares acquired as dividends or distributions, 2) any Class
C Shares you have held for more than 12 months from the date
of purchase and 3) the oldest Class C Shares on which a CDSC
is payable. You will pay the lowest possible CDSC using
this methodology.
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 in 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.
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% maximum
initial sales charge and 0.15 of 1% annual fee payable for Class
A Shares. The "Table of Expenses" shows 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.
"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,
considered received 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
receive 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 4.00%
or $400 (Column II). ($10,000 x .04 = $400)
The value of your account, after deducting the sales charge from
your payment, would increase by $9,600. (This would be the
initial value of your account if you opened it with the $10,000
purchase). ($10,000 - $400 = $9,600)
The sales charge as a percentage of the increase in the value of
your account would be 4.17% (Column III). ($400 / $9,600 =
.0416666 or 4.17%)
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.
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 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 running
of the 48-month holding period for those exchanged shares will be
suspended. (See "Exchange Privilege" in the Additional
Statement.)
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 Manager, 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.
"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 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.
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 Manager out of its own
funds, directly or through the Distributor.
"What about confirmations and share certificates?"
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).
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 (see "PURCHASES" above);
or
* if you have selected Expedited Redemption (see
"REDEEMING YOUR INVESTMENT" above). However, if you
specifically request, Class A Share certificates will
be issued with a concurrent automatic suspension of
Expedited Redemption on your account.
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 Service 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 Manager, 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.
Pursuant to the Plan, the Fund makes payments with respect
to both Class A and C Shares to broker/dealers, or others
selected by the Distributor, including any principal underwriter
of the Fund, who have entered into written agreements with the
Distributor or the Fund and (i) rendered assistance (whether
direct, administrative, or both) in the distribution and/or
retention of the Fund's shares or (ii) assisted in the servicing
of shareholder accounts.
For any fiscal year, these payments, 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.
For any class, these payments are made only from the assets
allocable to that class. Whenever the Fund makes Class A
Permitted Payments, the aggregate annual rate of the advisory fee
and administration fee otherwise payable by the Fund will be
reduced from 0.50 of 1% to 0.40 of 1% of the Fund's average
annual net assets.
Shareholder Service 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.
DIVIDENDS AND DISTRIBUTIONS
"How are dividends and distributions paid?"
The Fund distributes dividends from net investment income,
if any, on an annual basis following the end of its fiscal year
which is December 31st. Because the Fund invests primarily in
equity securities, distributions from the Fund, if any, will
consist mostly of capital gains, which may be lon- 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 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 of each class can vary because
each class will bear certain class-specific charges.
"How will the information I give the Fund affect payments to me?"
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) and any other distributions that do
not qualify as "exempt-interest dividends."
Unless you request otherwise (by letter addressed to the
Agent or by filing an appropriate application prior to a given
ex-dividend date), 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 or other date fixed by the Board of Trustees.
Your election to receive cash will continue in effect until
the Agent receives written notification of a change.
All shareholders, whether their dividends are received in
cash or reinvested, will receive a monthly account summary
indicating the current status of their investment.
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.
For purposes of Federal income tax, certain options, if any,
held by the Fund at the end of its fiscal year generally will be
treated as having been sold at market value. As a general rule
any gain or loss on such contracts will be treated as 60%
long-term and 40% short-term. See the Additional Statement for
more detail on the tax aspects of options. Dividends paid by the
Fund will qualify for the dividends received deduction for
corporations only to the extent that they represent payment of
qualifying dividend income received by the Fund. Shortly after
the end of each calendar year, the Fund will send you a statement
of the amount and nature of net income and capital gains.
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.
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. However, if shares held for six months or less
are redeemed and you have a loss, two special rules apply: the
loss is reduced by the amount of exempt-interest dividends, if
any, which you received on the redeemed shares, and any loss over
and above the amount of such exempt-interest dividends is treated
as a long-term loss to the extent you have received capital gains
dividends on the redeemed shares.
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.
<PAGE>
<TABLE>
<CAPTION>
AQUILA ROCKY MOUNTAIN EQUITY FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
The following table of Financial Highlights has been audited
by KPMG LLP, independent auditors, whose report thereon is
included with the Fund's financial statements contained in its
Annual Report, which are incorporated by reference into the
Additional Statement. The information provided in the table
should be read in conjunction with the financial statements and
related notes. A copy of these financial statements can be
obtained without charge by calling or writing the Shareholder
Servicing Agent at the address and telephone numbers on the cover
of the Prospectus.
Class A(1) Class C(2)
Year ended December 31, Year Ended Year Ended
December 31,
1998 1997 1996 1998 1997
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period .............. $17.89 $15.05 $13.13 $17.79 $15.07
Income from Investment
Operations:
Net investment income ... - 0.01 (0.02) (0.16) (0.11)
Net gain (loss) on
securities (both
realized and
unrealized) .......... (0.96) 3.44 2.47 0.93 3.44
Total from Investment
Operations ........... (0.96) 3.45 2.45 (1.09) 3.33
Less Distributions:
Dividends from net
investment income .... (0.01) - - (0.01) -
Distributions from
capital gains ........ (0.16) (0.61) (0.53) (0.16) (0.61)
Total Distributions .... (0.17) (0.61) (0.53) (0.17) (0.61)
Net Asset Value, End of
Period ................. $16.76 $17.89 $15.05 $16.57 $17.79
Total Return (not reflecting
sales charge)(%) ....... (5.31) 23.01 18.68 (6.07) 22.18
Ratios/Supplemental Data
Net Assets, End of Period
($ thousands) ..... 1,880 3,144 2,178 162 7
Ratio of Expenses to
Average Net
Assets (%) .......... 1.74 1.58 1.55 2.53 2.34
Ratio of Net Investment
Income to Average Net
Assets (%) ........... (0.22) (0.03) (0.19) (1.07) (0.78)
Portfolio Turnover
Rate (%) ............... 19.52 10.39 20.32 19.52 10.39
The expense and net investment income ratios without the effect of the
Adviser's and Administrator's voluntary waiver of fees and the
Administrator's voluntary expense reimbursement were:
Ratio of Expenses
to Average Net Assets(%)
4.74 6.48 8.79 5.70 7.19
Ratio of Net Investment
Income(Loss) to
Average Net Assets(%) (3.22) (4.93) (7.43) (4.23) (5.63)
The expense ratios after giving effect to the waivers reimbursement and
expense offset for uninvested cash balances were:
Ratio of Expenses to
Average Net Assets(%) 1.55 1.50 1.50 2.33 2.26
<CAPTION>
Class A(1) Class C(4)
Year Ended Period Ended(3) Period Ended
December 31, 12/31/94 12/31/96
1995 1994
<C> <C> <C>
$11.06 $11.43 $14.59
(0.07) - 0.01
2.25 (0.37 1.00
2.18 (0.37) 1.01
(0.01) - -
(0.10) - - (0.53)
(0.11) - (0.53)
$13.13 $11.06 $15.07
$19.68 (3.24)+ 6.94+
1,737 530 4
2.03 1.70* 1.30*
(0.72) (0.51)* 0.06*
15.14 2.95+ 20.32+
10.36 17.69* 8.54*
(9.05) (16.50)* (7.18)*
1.91 1.19* 1.25*
<FN>
(1) Designated as Class A Shares on May 1, 1996.
</FN>
<FN>
(2) New Class of Shares established on May 1, 1996.
</FN>
<FN>
(3) For the period from July 22, 1994 (commencement of operations) through
December 31, 1994.
</FN>
<FN>
(4) For the period from May 1, 1996 to December 31, 1996.
</FN>
<FN>
(5) The ratios for Class A Shares were based on average net assets of
$2,489,469, $2,505,548, $1,965,012, $1,239,752 and $453,768, respectively.
In general, as the Fund's net assets increase, the expense ratio will
decrease.
</FN>
<FN>
+ Not annualized.
</FN>
<FN>
* Annualized.
</FN>
</TABLE>
<PAGE>
Application for Aquila Rocky Mountain 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. #1-800-762-5922
STEP 1 ACCOUNT REGISTRATION
A. REGISTRATION
___Individual (Use line 1)
___Joint Account* (Use lines 1&2)
___For a Minor (Only one custodian and one minor permitted.)
(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.
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
Under the _________Uniformed Gifts/Transfers to Minors Act.
State
Custodian for ____________________________________________________
Minor's First Name Middle Initial Last Name
_____________________________
Minor's Social Security No.
4. __________________________________________________________________
(Name of Corporation or Organization. If a Trust, include the name and date
of the Trust Instrument. The name(s) of the Trustees in which account will
be registered should be listed below. 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 Trustee(s) or Authorized Individual Title
B. MAILING ADDRESS AND TELEPHONE NUMBER
_______________________________________________________________________
Street or P.O. Box City State Zip Code
(_______)______________________________________________________________
Area Code Daytime Telephone # Occupation
_______________________________________________________________________
Employer's Name/Employer's Address City State
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.
C. INVESTMENT DEALER OR BROKER:
(Important - to be completed by Dealer or Broker)
__________________________________________________________________________
Dealer Name Branch Office Address
__________________________________________________________________________
Branch Office City/State Branch #
__________________________________________________________________________
Representative's Name Rep #
(_______)_________________________________________________________________
Area Code Telephone # [Agent Use: Dealer # / Branch #]
STEP 2 PURCHASE OF SHARES
A. INITIAL INVESTMENT
Indicate Method of Payment (For either method, make check payable to
Aquila Rocky Mountain 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 Investment of at least $50 per month, you must complete
Step 3, Section A, Step 4, Section A & B and attach a PRE-PRINTED
DEPOSIT SLIP OR VOIDED CHECK.
B. DISTRIBUTIONS
All income dividends and capital gains distributions will be reinvested
in additional shares at Net Asset Value unless otherwise indicated below.
Dividends are to be:___ Reinvested ___Paid in cash*
Capital Gains Distributions are to be: ___ Reinvested ___ Paid in cash*
* For cash dividends, 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 Rocky Mountain 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 of $50 and maximum of $50,000) at any time you wish by simply
calling toll-free at 1-800-762-5922. 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)
(Check appropriate box)
___ 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
APPLICABLE TO CLASS A SHARES ONLY.
(Minimum investment $5,000)
Application must be received in good order at least two 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
This option allows you to effect exchanges among accounts in your name
within the Aquilasm Group of Funds by telephone.
(Check appropriate box)
___ YES ___ NO
The Agent is authorized to accept and act upon my/our or any other
person's 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 attorney's fees, resulting
from acceptance of or acting or failure to act upon this Authorization.
F. EXPEDITED REDEMPTION
The proceeds will be deposited to your Financial Institution
account listed.
(Check appropriate box)
___ YES ___ NO
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.
_______________________________ ______________________________________
Financial Institution Financial Institution
Account Registration Account Number
_______________________________ ______________________________________
Name of Financial Institution Financial Institution Transit/Routing
Number
_______________________________ ______________________________________
Street City State Zip Code
STEP 4
Section A
DEPOSITOR'S 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 my/our
account for 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 Code________
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.
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 transaction 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 more than 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(s), etc.
* For Trusts, Corporations or Association, 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 1-800-762-5955 and send it to the Agent together
with a "voided" check or pre-printed deposit slip from the new
account. The new Financial Institution changes 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 shall be
held in escrow in shares of the Fund by the Agent. All dividends
and any capital distribution 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 Agent 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 Agent or the Dealer, the Agent
will, within sixty days after the expiration of the Letter, redeem
the number of escrowed shares necessary to realize such difference
in sales charges. Any shares 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 the Net Asset Value.
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 first 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>
SUB-ADVISER and ADMINISTRATOR
Aquila Management Corporation
380 Madison Avenue, Suite 2300
New York, New York 10017
INVESTMENT ADVISER
KPM Investment Management, Inc.
A Mutual of Omaha Company
10250 Regency Circle, Suite 200
Omaha, Nebraska 68114
and
One Norwest Center,
1700 Lincoln Street
Denver, Colorado 80203
BOARD OF TRUSTEES
Lacy B. Herrmann, Chairman
Tucker Hart Adams
Arthur K. Carlson
Diana P. Herrmann
R. Thayne Robson
Cornelius T. Ryan
OFFICERS
Lacy B. Herrmann, President
Sue McCarthy-Jones, Senior Vice President
Jerry G. McGrew, Senior Vice President
Susan A. Cook, Vice President
Christine L. Neimeth, Vice President
Jean M Smith, Vice President
Jessica L. Wiltshire, Vice President
Kimball L. Young, 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
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 April 30, 1999, (the "Additional Statement") has been filed
with the Securities and Exchange Commission. The Additional Statement
contains information about the Fund and its management not included in this
Prospectus. The Additional Statement is incorporated by reference in its
entirety in this Prospectus. Only when you have read both this Prospectus
and the Additional Statement 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 Additional Statement 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 Additional Statement) 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 811-8168.
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 Distributors......................
Tax Information..................................
Financial Highlights.............................
Application and Letter of Intent
[Right column-Back cover]
Aquila
[LOGO]
Rocky
Mountain
Equity Fund
PROSPECTUS
One of The
Aquilasm Group Of Funds
PROSPECTUS
To receive a free copy of the Fund's Additional Statement, annual or semi-
annual report, or other information about the Fund, or to make shareholder
inquiries call:
the Fund's Shareholder Servicing Agent at
800-762-5922 toll free
or you can write to:
PFPC Inc
400 Bellevue Parkway
Wilmington, DE 19809
For General Inquiries and Yield Information, call 800-762-5955 or 212-697-
6666
This Prospectus Should Be Read and Retained For Future Reference
<PAGE>
AQUILA ROCKY MOUNTAIN EQUITY FUND
380 Madison Avenue, Suite 2300
New York, New York 10017
800-ROCKY-55 (800-762-5955)
212-697-6666
Prospectus
Class Y Shares April 30, 1999
Class I Shares
Aquila Rocky Mountain Equity Fund (the "Fund") is a mutual fund
whose objective is capital appreciation. It seeks to achieve its
objective through investment in securities (primarily equity
securities) of companies having a significant business presence
in the general Rocky Mountain region of our country.
For Purchase, Redemption or Account inquiries contact the Fund's
Shareholder Servicing Agent:
PFPC Inc.* 400 Bellevue Parkway * Wilmington, DE 19809
800-ROCKY-22 (800-762-5922) toll free
For General Inquiries & Yield Information
800-ROCKY-55 (800-762-5955) 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 Colorado, Arizona,
Idaho, Montana, Nevada, New Mexico, Utah and Wyoming the "Rocky
Mountain Region." The Fund seeks to achieve its objective by
investing primarily in equity securities of companies ("Rocky
Mountain Companies") having a significant business presence in
the Rocky Mountain 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.
"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.
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.
The Adviser has informed the Fund that on or after July 22,
1999, it will discontinue its services to the Fund. The Sub-
Adviser is engaged in a search for a successor adviser, and is in
discussions with a possible candidate, which would be subject to
Board and Shareholder approval. If no suitable successor adviser
is located and approved, the Board of Trustees could determine it
to be appropriate to designate the Sub-Adviser as adviser. If
neither of these occurs, the Board will then weigh other possible
actions, including merger of the Fund with another fund, sale of
the Fund's assets to another fund, or, if these prove
impracticable, recommending to the shareholders that the Fund be
liquidated.
<PAGE>
AQUILA ROCKY MOUNTAIN 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 Rocky Mountain Equity Fund+ by
showing changes in the Fund's performance from year to year since
inception and by showing how the Fund's average annual returns
for one, five and ten years 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
1996-1998
<S> <C> <C> <C>
28%
24%
22.98
20% XXXX
XXXX
16% XXXX
XXXX
12% XXXX
XXXX
8% XXXX
6.94 XXXX
4% XXXX XXXX
XXXX XXXX
0% XXXX XXXX
- -4% -5.08
XXXX
- -8%
1996* 1997 1998
Calendar Years
+ Refers to Class Y Shares unless otherwise indicated.
* For the period May 1, 1996 - December 31, 1996.
During the period shown in the bar chart, the highest return for
a quarter was 13.11% (quarter ended September 30, 1997) and the
lowest return for a quarter was -11.58% (quarter ended September
30, 1998).
</TABLE>
<TABLE>
<CAPTION>
Average Annual Total Return
Since
For the Period Ended 1-Year inception*
December 31, 1998
<S> <C> <C>
Aquila Rocky Mountain Equity Fund
Class Y Shares - 5.08% 8.66%
Aquila Rocky Mountain Equity Fund
Class I Shares ** N/A N/A
Russell 2000
Index*** -2.55% 8.84%
<FN>
*From commencement of class on May 1, 1996.
</FN>
<FN>
**Commencement of Class I Shares was on January 31, 1998. To date
no Class I Shares have been sold.
</FN>
<FN>
***The Russell 2000 Index is an unmanaged index of small company
stocks throughout the United States.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AQUILA ROCKY MOUNTAIN 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. No Class I Shares are
currently outstanding.
Class I Class Y
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) None None
Maximum Deferred Sales Charge (Load).....None None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends
(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 (1).......................1.50% 1.50%
12b-1 Fee ................................0.10% None
All Other Expenses: 3.23% 3.28%
Total Annual Fund
Operating Expenses (1)...................4.83% 4.78%
</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 I Shares............$483 $1,453 $2,425 $4,871
Class Y Shares............$479 $1,439 $2,403 $4,833
You would pay the following expenses if you did not redeem your shares:
Class I Shares............$483 $1,453 $2,425 $4,871
Class Y Shares............$479 $1,439 $2,403 $4,833
<FN>
(1) The Adviser and the Sub-Adviser and the Administrator (the
"Sub-Adviser") have undertaken to waive all their fees until the
Fund attains an asset size of $10 million. After the Fund attains
the asset size of ten million, it is anticipated that certain
fees for that fiscal year will be waived following a
predetermined formula. If the Adviser and Sub-Adviser determine
that it would be advisable to waive some or all of their fees, it
is anticipated that as the asset size of the Fund increases,
waivers would be progressively reduced so that when assets exceed
approximately $25 million a substantial portion of these fees
would be paid. Since the Fund's inception, the Sub-Adviser, in
its sole discretion, has been reimbursing some or all of the
Fund's other operating expenses. The expense ratios for the
fiscal year ended December 31, 1998 after giving effect to the
waivers, expense reimbursement, and the expense offset for
uninvested cash balances were incurred at the following annual
rates: management fees, all other expenses, and total fund
operating expenses for Class I Shares would have been 0.00%,
1.27%, and 1.37%, respectively; for Class Y Shares, these
expenses would have been 0.00%, 1.32%, and 1.32%, respectively.
Other expenses for the two classes differ because Class I Shares
bear program costs for financial intermediaries of 0.25%, which
includes transfer agent services, and charges common to both
classes of 2.98%; Class Y Shares bear only the common charges of
2.98% and an allocation for transfer agent services of 0.30%
</FN>
<FN>
(2) Current rate; up to 0.25% can be authorized. (See
"Distribution Plan.")
</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 Rocky Mountain Region of
the country.
"What is the Rocky Mountain Region?"
The general Rocky Mountain region of our country consists of
Colorado, Arizona, Idaho, Montana, Nevada, New Mexico, Utah and
Wyoming.
What are Rocky Mountain Companies?"
Companies with a significant business presence in the Rocky
Mountain Region are called Rocky Mountain Companies. These are
companies (i) whose principal executive offices are located in
the Rocky Mountain Region, (ii) which have more than 50% of their
assets located in the Rocky Mountain Region or (iii) which derive
more than 50% of their revenues or profits from the Rocky
Mountain 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.)
How are the Fund's investments chosen?"
In selecting investments for the Fund, the Adviser will
generally employ the investment philosophy of seeking to invest
in established, financially sound, well-managed Rocky Mountain
Companies whose securities it considers to be selling at a
reasonable price relative to their growth rate and anticipated
future values. Emphasis will be placed upon selection of Rocky
Mountain Companies whose securities are selling at lower prices
than comparable investments; other securities may be selected
whose issuers the Adviser believes are experiencing better growth
relative to comparable investments. It is anticipated that a
number of factors will be considered in investment selection,
including but not limited to: product characteristics and market
potential, operating ratios, management abilities, intrinsic
value of securities, securities' market action, and the overall
economic, monetary, political and market environment. The Adviser
currently focuses on approximately 300-400 Rocky Mountain
Companies from which it selects investments for the Fund's
portfolio.
In unusual market conditions when the 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. Treasury
securities, corporate bonds or high grade short-term money-market
securities, without geographic or percentage limitation. Only
corporate securities rated "A" or equivalent by a nationally
recognized statistical rating organization will be purchased. See
below for a description of these organizations and an explanation
of their ratings.
"What are the main risk factors and special considerations
regarding investment in Rocky Mountain Companies?"
The Fund's assets, being primarily or entirely invested in
the securities of Rocky Mountain Companies, are subject to
economic and other conditions affecting the various states which
comprise the Rocky Mountain Region.
The states of the Rocky Mountain Region are characterized by
wide differences in climate, great distances and relatively low
population density. In some areas, availability of water is a
factor of considerable importance in economic development and
water issues will likely affect the growth and prosperity of much
of the Region in the future. Originally heavily oriented toward
the exploitation of natural resources, in recent years the
economies of the states of the Rocky Mountain Region have shifted
toward more diversity with increases in tourism, high technology
and the service sector. The region has been characterized in
recent years by population growth and immigration from other
areas of the United States. Some of the states in the Rocky
Mountain Region have experienced growth rates above the national
averages.
Because of the large geographic size of the Rocky Mountain
Region, the above factors may have varying importance from one
state to another. It is not possible to predict what effect they
may individually or collectively have on any particular company
in which the Fund may choose to invest.
In addition, companies with headquarters in the Rocky
Mountain 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. Because the Fund will invest most, and may
invest all, of its assets in Rocky Mountain Companies, it may
have less diversification than funds without this investment
policy.
In addition to considerations specifically affecting the
Rocky Mountain Region, other risk factors include the following.
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 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 a lesser number of 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.
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 Sub-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 Sub-
Adviser that they are currently compliant. The three mission
critical vendors -- the shareholder servicing agent, the
custodian and the fund accounting agent -- as well as other
support organizations, advised the Sub-Adviser in 1998 that they
were actively working on necessary changes. These three vendors,
having anticipated readiness by December 1998, so informed the
Sub-Adviser; thereafter they advised the Sub-Adviser that they
expect to be ready during the first half of 1999. The Sub-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 the target dates will be met or that these
steps will be sufficient to avoid any adverse impact on the Fund.
FUND MANAGEMENT
"How is the Fund managed?"
KPM Investment Management, Inc. (the "Adviser") supervises
the investment program of the Fund and the composition of its
portfolio. Through its Denver office, the Adviser currently
serves as investment adviser for Tax-Free Fund of Colorado, a
tax-free municipal bond fund which was also founded and sponsored
by Aquila Management Corporation. The Adviser has told the Fund
that it will cease to act as adviser on July 22, 1999.
Aquila Management Corporation, founder of the Fund, serves
as Sub-Adviser and Administrator (the "Sub-Adviser") for the Fund
under a Sub-Advisory and Administration Agreement (the
"Sub-Advisory and Administration Agreement"). The Sub-Adviser is
the founder and serves as administrator for three other funds
oriented to the Rocky Mountain Region: Tax-Free Trust of Arizona,
with assets of $404 million, Tax-Free Fund of Colorado, with
assets of $219 million and Tax-Free Fund For Utah, with assets of
$57 million, all as of January 31, 1999.
Information about the Adviser and the Sub-Adviser
The Adviser is a wholly-owned subsidiary of KFS Corporation,
a member of the Mutual of Omaha Companies. Founded in 1981, the
Adviser provides discretionary equity, fixed-income and balanced
account management to mutual funds, retirement plans,
foundations, endowments and high net-worth individuals and
currently manages over $1 billion of clients' assets.
The Adviser performs its advisory function at its primary
office in Omaha, Nebraska. The Adviser maintains a team-oriented
equity investment process, utilizing the collective experience
and knowledge of each of four equity portfolio manager/analysts.
The equity team divides research responsibility by sector and
each manager/analyst prepares both industry research and
recommendations on individual issues.
Mr. Randall D. Greer has final responsibility for
implementation of the investment process for the Fund. Mr. Greer
has been President and CEO of the Adviser since 1994. From 1988
to 1994, he was President of Kirkpatrick, Pettis, Smith, Polian,
Inc. ("Kirkpatrick, Pettis"), a broker/dealer and investment
adviser, which at that time was the parent company and is now an
affiliate of the Adviser. From 1975 to 1987, he held various
positions at Kirkpatrick, Pettis including research analyst,
Director of Research and Chief Investment Officer. He is Chairman
of the Adviser's Board of Directors and a member of the Board of
Kirkpatrick, Pettis and the Kirkpatrick Pettis Trust Company. He
holds a B.S. in Psychology from the University of Nebraska at
Lincoln and an M.B.A. from the University of Florida. He is a
Chartered Financial Analyst and a member of the Association for
Investment Management and Research.
The Adviser has its primary office at 10250 Regency Circle,
Omaha, NE 68114 and its Denver office is located at One Norwest
Center, 1700 Lincoln Street, Denver, CO 80203. Since 1983, the
Adviser has been wholly-owned by Mutual of Omaha Insurance
Company, whose principal office is at Mutual of Omaha Plaza,
Omaha, NE 68175.
The Fund's Sub-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 Sub-Adviser, which was founded
in 1984, is controlled by Mr. Lacy B. Herrmann, directly, through
a trust and through share ownership by his wife.
NET ASSET VALUE PER SHARE
The net asset value of the shares of each of the Fund's
classes of shares 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; see the
Additional Statement for further information. 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?"
This Prospectus offers two separate classes of shares. All
classes represent interests in the same portfolio of securities.
"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 Y Shares are available
only in:
* Alaska * Arizona * California * Colorado * District of Columbia
* Florida * Hawaii * Idaho * Kansas * Missouri * Montana *
Nebraska * Nevada * New Jersey * New Mexico * New York * Utah *
Wyoming
Class I Shares are available only in:
* District of Columbia * Florida * Kansas * Missouri * Nevada *
New Jersey *
"How much money do I need to invest?"
For Class Y Shares:
$1,000. Subsequent investments can be in any amount.
Class I Shares:
Financial intermediaries can set their own requirements for
initial and subsequent investments.
Your investment must be drawn in United States dollars on a
United States commercial bank or savings bank, 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 both Class Y
Shares and Class I Shares. (See "What price will I pay for
the Fund's shares?")
You may purchase Class I Shares only through a financial
intermediary.
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 Rocky Mountain "Aquila Rocky Mountain
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 to be made 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 day's
written notice to shareholders.
REDEEMING YOUR INVESTMENT
Redeeming Class Y Shares
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 accepted.
There is no minimum period for investment in the Fund,
except for shares recently purchased by check, 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:
800-762-5922
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 accept 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 the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP")
A notary public is not an acceptable signature guarantor.
Redemption of Class I Shares
You may redeem all or any part of your Class I Shares at the
net asset value next determined after acceptance of your
redemption request by your financial intermediary. Redemption
requests for Class I Shares must be made through a financial
intermediary and cannot be made directly. Financial
intermediaries may charge a fee for effecting redemptions. There
is no minimum period for any investment in the Fund. The Fund
does not impose redemption fees or penalties on redemption of
Class I Shares. A redemption may result in a transaction taxable
to you.
"When will I receive the proceeds of my redemption?"
Redemption proceeds for Class Y Shares are normally sent on
the next business day following acceptance of your redemption
request. Except as described below, payments will normally be
sent to your address of record within 7 days after acceptance of
your redemption request.
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.
Redemption payments for Class I Shares are made to financial
intermediaries.
The Fund may delay 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 in conformity
with SEC rules. This method would only be used if Trustees
determined that partial or whole cash payments would be
detrimental to the best interests of the remaining shareholders.
ALTERNATE PURCHASE PLANS
Distribution Arrangements
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.
Class Y Shares Class I Shares
"Institutional Class" "Financial Intermediary
Class"
Initial Sales None None. Financial
Charge Intermediaries may
charge a fee for
purchase of shares.
Contingent None None
Deferred Sales
Charge ("CDSC")
Distributions and None Distribution fee of
Service Fees up to 0.25 of 1% of
average annual net
assets allocable to
Class I Shares,
currently 0.10 of 1%
of such net assets,
and a service fee
of 0.25 of 1% of
such assets.
"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,
considered received 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
receive 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 offering price for Class I Shares is the net asset value
per share. The offering price determined on any day applies to
all purchases received by each financial intermediary prior to
4:00 p.m. New York time on any business day. Purchase orders
received by financial intermediaries after that time will be
filled at the next determined offering price.
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). Purchases of Class I Shares
will be confirmed by financial intermediaries. The Fund will not
issue certificates for Class Y Shares or Class I 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 Service 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 Manager, 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.
Pursuant to the Plan, the Fund makes payments with respect
to Class I Shares to broker/dealers, or others selected by the
Distributor, including any principal underwriter of the Fund, who
have entered into written agreements with the Distributor or the
Fund and (i) rendered assistance (whether direct, administrative,
or both) in the distribution and/or retention of the Fund's
shares or (ii) assisted in the servicing of shareholder accounts.
For any fiscal year, payments with respect to Class I
Shares, made through the Distributor or Agent, are made at a rate
set from time to time by the Board of Trustees (currently 0.10 of
1%) but not more than 0.25 of 1% of the average annual net assets
represented by the Class I Shares of the Fund. Such payments can
be made only out of the Fund's assets allocable to the Class I
Shares. 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 Service's Plan for Class I Shares
The Fund's Shareholder Services Plan authorizes it to pay a
service fee to Qualified Recipients with respect to Class I
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 I Shares. Additionally,
payment shall be made only out of the Fund's assets represented
by Class I 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 I shareholders and/or maintain their
accounts. No payments are made with respect to assets represented
by Class Y Shares.
DIVIDENDS AND DISTRIBUTIONS
"How are dividends and distributions paid?"
The Fund distributes dividends from net investment income,
if any, on an annual basis following the end of its fiscal year
which is December 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 of Class I Shares will be lower
than the per share dividends on the Class Y Shares as a result of
the higher service and distribution fees applicable to those
shares. In addition, the dividends of each class can vary because
each class will bear certain class-specific charges. All
arrangements for the payment of dividends with respect to Class I
Shares, including reinvestment of dividends, must be made through
financial intermediaries.
"How will the information I give the Fund affect payments to me?"
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) and any other distributions that do
not qualify as "exempt-interest dividends."
Unless you request otherwise (by letter addressed to the
Agent or by filing an appropriate application prior to a given
ex-dividend date), 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 or other date fixed by the Board of Trustees.
Your election to receive cash will continue in effect until
the Agent receives written notification of a change.
All shareholders, whether their dividends are received in
cash or reinvested, will receive a monthly account summary
indicating the current status of their investment.
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.
For purposes of Federal income tax, certain options, if any,
held by the Fund at the end of its fiscal year generally will be
treated as having been sold at market value. As a general rule
any gain or loss on such contracts will be treated as 60%
long-term and 40% short-term. See the Additional Statement for
more detail on the tax aspects of options. Dividends paid by the
Fund will qualify for the dividends received deduction for
corporations only to the extent that they represent payment of
qualifying dividend income received by the Fund. Shortly after
the end of each calendar year, the Fund will send you a statement
of the amount and nature of net income and capital gains.
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.
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. However, if shares held for six months or less
are redeemed and you have a loss, two special rules apply: the
loss is reduced by the amount of exempt-interest dividends, if
any, which you received on the redeemed shares, and any loss over
and above the amount of such exempt-interest dividends is treated
as a long-term loss to the extent you have received capital gains
dividends on the redeemed shares.
<PAGE>
<TABLE>
<CAPTION>
The table shown below for Class A Shares is for information
purposes only. Class A Shares are not offered by this Prospectus.
No historical information exists for Class I Shares, which were
established on April 30, 1998.
AQUILA ROCKY MOUNTAIN EQUITY FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
The following table of Financial Highlights has been audited
by KPMG LLP, independent auditors, whose report thereon is
included with the Fund's financial statements contained in its
Annual Report, which are incorporated by reference into the
Additional Statement. The information provided in the table
should be read in conjunction with the financial statements and
related notes. A copy of these financial statements can be
obtained without charge by calling or writing the Shareholder
Servicing Agent at the address and telephone numbers on the cover
of the Prospectus.
Class A(1) Class Y(2)
Year ended December 31, Year Ended Year Ended
December 31,
1998 1997 1996 1998 1997
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period .............. $17.89 $15.05 $13.13 $17.91 $15.07
Income from Investment
Operations:
Net investment income ... - 0.01 (0.02) 0.03 0.04
Net gain (loss) on
securities (both
realized and
unrealized) .......... (0.96) 3.44 2.47 (0.95) 3.41
Total from Investment
Operations ........... (0.96) 3.45 2.45 (0.92) 3.45
Less Distributions:
Dividends from net
investment income .... (0.01) - - (0.01) -
Distributions from
capital gains ........ (0.16) (0.61) (0.53) (0.16) (0.61)
Total Distributions .... (0.17) (0.61) (0.53) (0.17) (0.61)
Net Asset Value, End of
Period ................. $16.76 $17.89 $15.05 $16.82 $17.91
Total Return (not reflecting
sales charge)(%) ....... (5.31) 23.01 18.68 (5.08) 22.98
Ratios/Supplemental Data
Net Assets, End of Period
($ thousands) ..... 1,880 3,144 2,178 789 795
Ratio of Expenses to
Average Net
Assets (%) .......... 1.74 1.58 1.55 1.52 1.34
Ratio of Net Investment
Income to Average Net
Assets (%) ........... (0.22) (0.03) (0.19) (0.01) (0.16)
Portfolio Turnover
Rate (%) ............... 19.52 10.39 20.32 19.52 10.39
The expense and net investment income ratios without the effect of the
Adviser's and Administrator's voluntary waiver of fees and the
Administrator's voluntary expense reimbursement were:
Ratio of Expenses
to Average Net Assets(%)
4.74 6.48 8.79 4.58 5.34
Ratio of Net Investment
Income(Loss) to
Average Net Assets(%) (3.22) (4.93) (7.43) (3.07) (3.84)
The expense ratios after giving effect to the waivers reimbursement and
expense offset for uninvested cash balances were:
Ratio of Expenses to
Average Net Assets(%) 1.55 1.50 1.50 1.32 1.27
<CAPTION>
Class A(1) Class Y
Year Ended Period Ended(3) Period Ended(4)
December 31, 12/31/94 12/31/96
1995 1994
<C> <C> <C>
$11.06 $11.43 $14.59
(0.07) - 0.01
2.25 (0.37 1.00
2.18 (0.37) 1.01
(0.01) - -
(0.10) - - (0.53)
(0.11) - (0.53)
$13.13 $11.06 $15.07
$19.68 (3.24)+ 6.94+
1,737 530 133
2.03 1.70* 1.30*
(0.72) (0.51)* 0.06*
15.14 2.95+ 20.32+
10.36 17.69* 8.54*
(9.05) (16.50)* (7.18)*
1.91 1.19* 1.25*
<FN>
(1) Designated as Class A Shares on May 1, 1996.
</FN>
<FN>
(2) New Class of Shares established on May 1, 1996.
</FN>
<FN>
(3) For the period from July 22, 1994 (commencement of operations) through
December 31, 1994.
</FN>
<FN>
(4) For the period from May 1, 1996 to December 31, 1996.
</FN>
<FN>
(5) The ratios for Class A Shares were based on average net assets of
$2,489,469, $2,505,548, $1,965,012, $1,239,752 and $453,768, respectively.
In general, as the Fund's net assets increase, the expense ratio will
decrease.
</FN>
<FN>
+ Not annualized.
</FN>
<FN>
* Annualized.
</FN>
</TABLE>
<PAGE>
Application for Aquila Rocky Mountain Equity Fund
For Class I and Y Shares only
Please complete steps 1 through 4 and mail to:
PFPC Inc.
400 Bellevue Parkway, Wilmington, DE 19809
Tel. #1-800-762-5922
STEP 1 ACCOUNT REGISTRATION
A. REGISTRATION
___Individual (Use line 1)
___Joint Account* (Use lines 1&2)
___For a Minor (Only one custodian and one minor permitted.)
(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.
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
Under the _________Uniformed Gifts/Transfers to Minors Act.
State
Custodian for ____________________________________________________
Minor's First Name Middle Initial Last Name
_____________________________
Minor's Social Security No.
4. __________________________________________________________________
(Name of Corporation or Organization. If a Trust, include the name and date
of the Trust Instrument. The name(s) of the Trustees in which account will
be registered should be listed below. 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 Trustee(s) or Authorized Individual Title
B. MAILING ADDRESS AND TELEPHONE NUMBER
__________________________________________________________________________
Street or P.O. Box City State Zip Code
(_______)_________________________________________________________________
Area Code Daytime Telephone # Occupation
__________________________________________________________________________
Employer's Name/Employer's Address City State
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.
C. INVESTMENT DEALER OR BROKER:
(Important - to be completed by Dealer or Broker)
__________________________________________________________________________
Dealer Name Branch Office Address
__________________________________________________________________________
Branch Office City/State Branch #
__________________________________________________________________________
Representative's Name Rep #
(_______)_________________________________________________________________
Area Code Telephone # [Agent Use: Dealer # / Branch #]
STEP 2 PURCHASES OF SHARES
A. INITIAL INVESTMENT
(Indicate Class of Shares)
Make check payment to Aquila Rocky Mountain Equity Fund
__ Initial Investment $______________ (Minimum $1,000)
(Indicate Class of Shares)
__ Class I Shares
__ Class Y Shares
B. DISTRIBUTIONS
All income dividends and capital gains distributions will be reinvested
in additional shares at Net Asset Value unless otherwise indicated below.
Dividends are to be:___ Reinvested ___Paid in cash*
Capital Gains Distributions are to be: ___ Reinvested ___ Paid in cash*
* For cash dividends, 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 Rocky Mountain 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 toll-free at 1-800-762-5922. 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
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 1-800-762-5955 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>
<PAGE>
SUB-ADVISER and ADMINISTRATOR
Aquila Management Corporation
380 Madison Avenue, Suite 2300
New York, New York 10017
INVESTMENT ADVISER
KPM Investment Management, Inc.
A Mutual of Omaha Company
10250 Regency Circle, Suite 200
Omaha, Nebraska 68114
and
One Norwest Center,
1700 Lincoln Street
Denver, Colorado 80203
BOARD OF TRUSTEES
Lacy B. Herrmann, Chairman
Tucker Hart Adams
Arthur K. Carlson
Diana P. Herrmann
R. Thayne Robson
Cornelius T. Ryan
OFFICERS
Lacy B. Herrmann, President
Sue McCarthy-Jones, Senior Vice President
Jerry G. McGrew, Senior Vice President
Susan A. Cook, Vice President
Christine L. Neimeth, Vice President
Jean M Smith, Vice President
Jessica L. Wiltshire, Vice President
Kimball L. Young, 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
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 April 30, 1999, (the "Additional Statement") has been filed
with the Securities and Exchange Commission. The Additional Statement
contains information about the Fund and its management not included in this
Prospectus. The Additional Statement is incorporated by reference in its
entirety in this Prospectus. Only when you have read both this Prospectus
and the Additional Statement 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 Additional Statement 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 Additional Statement) 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 811-8168.
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 Distributors......................
Tax Information..................................
Financial Highlights.............................
Application
[Right column-Back Cover]
Aquila
[LOGO]
Rocky
Mountain
Equity Fund
PROSPECTUS
One of The
Aquilasm Group Of Funds
PROSPECTUS
To receive a free copy of the Fund's Additional Statement, annual or semi-
annual report, or other information about the Fund, or to make shareholder
inquiries call:
the Fund's Shareholder Servicing Agent at
800-762-5922 toll free
or you can write to:
PFPC Inc
400 Bellevue Parkway
Wilmington, DE 19809
For General Inquiries and Yield Information, call 800-762-5955 or 212-697-
6666
This Prospectus Should Be Read and Retained For Future Reference
<PAGE>
AQUILA ROCKY MOUNTAIN EQUITY FUND
380 Madison Avenue Suite 2300
New York, NY 10017
800-ROCKY-55 (800-762-5955)
212-697-6666
Statement
of Additional
Information April 30, 1999
This Statement of Additional Information (the "Additional Statement")
is not a Prospectus. There are two Prospectuses for the Fund dated April
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") and
Financial Intermediary Class Shares ("Class I Shares") of the Fund.
References in the Additional Statement to "the Prospectus" refer to either
of these Prospectuses. The Additional Statement 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:
800-ROCKY-22 (800-762-5922) 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:
800-ROCKY-55 (800-762-5955) toll free
or 212-697-6666
Financial Statements
The financial statements for the Fund for the year ended December 31,
1998, which are contained in the Annual Report for that fiscal year, are
hereby incorporated by reference into the Additional Statement. 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 Additional Statement.
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
<PAGE>
AQUILA ROCKY MOUNTAIN EQUITY FUND
Statement of Additional Information
FUND HISTORY
The Fund is an open-end, diversified management investment
company organized in 1994 as a Massachusetts business trust.
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 Rocky Mountain region of our country,
consisting of Colorado, Arizona, Idaho, Montana, Nevada, New
Mexico, Utah and Wyoming.
Convertible Securities
The Fund may invest up to 25% of its assets in convertible
securities, primarily of Rocky Mountain Companies, if the 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 Rocky Mountain
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 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 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 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 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 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 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 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 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 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 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; 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, Trustees, Directors or officers of
the Fund or its Adviser individually owning beneficially more
than 0.5% of the securities of that issuer 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 (see "Lending of
Portfolio Securities") and can enter into repurchase agreements
(see "Repurchase Agreements") but cannot otherwise make loans.
The Fund can buy debt securities as described above (see
"Investment of the Fund's Assets"); 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.
Trustees and Officers
The Trustees and officers of the Fund, their ages, their
affiliations, if any, with the Sub-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 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 Sub-Adviser and
the Distributor. Ms. Herrmann is an interested person of the Fund
as an officer of the Fund and of the Sub-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.
Lacy B. Herrmann*, 69, President and Chairman of the Board of
Trustees, 380 Madison Avenue, New York, New York 10017
Founder and Chairman of the Board of Aquila Management
Corporation, the sponsoring organization and Manager or
Administrator and/or Adviser or Sub-Adviser to the following
open-end investment companies, and Founder, Chairman of the Board
of Trustees and (currently or until 1998) President of each since
its establishment, beginning in 1984: 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, and
together with Capital Cash Management Trust ("CCMT") are called
the Aquila Money-Market Funds; Hawaiian Tax-Free Trust, Tax-Free
Trust of Arizona, Tax-Free Trust of Oregon, Tax-Free Fund of
Colorado, Churchill Tax-Free Fund of Kentucky, Narragansett
Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund and which together are
called Aquila Bond Funds; and Aquila Cascadia Equity Fund and
Aquila Rocky Mountain Equity Fund (this Fund), which together are
called Aquila Equity Funds; currently President of Aquila
Cascadia Equity Fund, Aquila Rocky Mountain Equity Fund (this
Fund), Churchill Cash Reserves Trust, Churchill Tax-Free Fund of
Kentucky and Tax-Free Fund of Colorado; President and Chairman of
the Board of Trustees of CCMT, a money market fund, since 1981,
and an Officer and Trustee/Director of its predecessors since
1974; Vice President and Director, and formerly Secretary, of
Aquila Distributors, Inc. since 1981, distributor of the above
funds; Chairman of the Board of Trustees and President of Prime
Cash Fund (which is inactive), since 1982 and of Short Term Asset
Reserves 1984-1996; President and a Director of STCM Management
Company, Inc., sponsor and sub-adviser to CCMT; Chairman,
President, and a Director since 1984, of InCap Management
Corporation, formerly sub-adviser and administrator of Prime Cash
Fund and Short Term Asset Reserves, and 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.
Tucker Hart Adams, 61, Trustee, 4822 Alteza Drive, Colorado
Springs, Colorado 80917
President of The Adams Group,Inc., an economic consulting firm,
since 1989; Trustee of Tax-Free Fund of Colorado since 1989 and
of Aquila Rocky Mountain Equity Fund (this Fund) since 1993; Vice
President of United Banks of Colorado, 1985-1988; Chief Economist
of United Banks of Colorado, 1981-1988; Director of University
Hospital, 1990-1994; Director of the Colorado Health Facilities
Authority; Director of the University of Colorado Foundation;
currently or formerly an officer or director of numerous
professional and community organizations.
Arthur K. Carlson, 77, Trustee, 8702 North Via La Serena,
Paradise Valley, Arizona 85253
Retired; Advisory Director of the Renaissance Companies (design
and construction companies of commercial, industrial and upscale
residential properties) since 1996; Senior Vice President and
Manager of the Trust Division of The Valley National Bank of
Arizona, 1977-1987; Trustee of Tax-Free Fund of Colorado,
Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona and Pacific
Capital Cash Assets Trust since 1987, of Pacific Capital Tax-Free
Cash Assets Trust and Pacific Capital U.S. Government Securities
Cash Assets Trust since 1988 and of Aquila Rocky Mountain Equity
Fund (this Fund) since 1993; previously Vice President of
Investment Research at Citibank, New York City, and prior to that
Vice President and Director of Investment Research of Irving
Trust Company, New York City; past President of The New York
Society of Security Analysts and currently a member of the
Phoenix Society of Financial Analysts; formerly Director of the
Financial Analysts Federation; past Chairman of the Board and
past Director of Mercy Healthcare of Arizona, Phoenix, Arizona;
Director of St. Joseph's Hospital Foundation since 1996 and
Director of Northern Arizona University Foundation since 1990,
present or formerly an officer and/or director of various other
community and professional organizations.
Diana P. Herrmann,* 41, Trustee, Vice President, 380 Madison
Avenue, New York, New York 10017
President and Chief Operating Officer of the Sub-Adviser since
1997, a Director since 1984, Secretary since 1986 and previously
its Executive Vice President, Senior Vice President or Vice
President, 1986-1997; President of various Aquila Bond 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.
R. Thayne Robson, 69, Trustee, 3548 Westwood Drive, Salt Lake
City, Utah 84109
Director of the Bureau of Economic and Business Research,
Professor of Management, and Research Professor of Economics at
the University of Utah since 1978; Trustee of Tax-Free Fund for
Utah since 1992 and of Aquila Rocky Mountain Equity Fund (this
Fund) since 1993; Director of the Alliance of Universities for
Democracy since 1990; Trustee of the Salt Lake Convention and
Visitors Bureau since 1984; Member of Utah Governor's Economic
Coordinating Committee since 1982; Member of the Association for
University Business and Economic Research since 1985; Director of
ARUP (a medical test laboratory) since 1988; Director of Western
Mortgage since 1989; Director of the Utah Economic Development
Corporation since 1985; Director of the Salt Lake Downtown
Alliance since 1991; Trustee of Crossroads Research Institute
since 1986.
Cornelius T. Ryan, 67, Trustee, c/o Oxford Partners, 315 Post
Road West, Westport, Connecticut, 06880
General Partner of Oxford Ventures Partners, a group of
investment venture capital partnerships, since 1981; and Managing
Partner of Oxford Bioscience Partners, an affiliated
administrative company, since 1992; Trustee of CCMT since 1976,
of Prime Cash Fund (which is inactive), 1983-1996 and of Aquila
Rocky Mountain Equity Fund (this Fund) since 1996; President of
AMR International, Inc., a management training and publishing
company, 1978-1980; President of GTE New Ventures Corporation,
1974-1978; Vice President, Corporation Development, of GTE
Corporation, 1974-1978; President and a founder of Randolph
Computer Corporation, 1965-1974; Director of Neuberger & Berman
Equity Funds, since 1988.
Sue McCarthy-Jones, 53, Senior Vice President, 2019 Lloyd Center,
Portland Oregon 97232
Senior Vice President of Tax-Free Fund of Colorado since 1998; of
Aquila Cascadia Equity Fund, Aquila Rocky Mountain Equity Fund
(this Fund) and Tax-Free Trust of Oregon since 1997; Investment
Executive, US Bancorp Securities, 1996-1997; Training and sales
supervision, Marketing One, Inc., 1991-1996; Account Executive,
Security Pacific Bank, 1990-1991; various investment related
positions, 1985-1990; serves on the Board of Directors of a non-
profit charitable foundation.
Jerry G. McGrew, 54, Senior Vice President, 5331 Fayette Street,
Houston, TX 77056
President of Aquila Distributors, Inc. since 1998, Registered
Principal since 1993, Senior Vice President, 1997-1998 and Vice
President, 1993-1997; Senior Vice President of Aquila Rocky
Mountain Equity Fund (this Fund) since 1996; Senior Vice
President of Churchill Tax-Free Fund of Kentucky since 1994, and
of Tax-Free Fund of Colorado and Tax-Free Fund For Utah since
1997; Vice President of Churchill Cash Reserves Trust since 1995;
Registered Representative of J.J.B. Hilliard, W.L. Lyons Inc.,
1983-1987; Account Manager with IBM Corporation, 1967-1981;
Gubernatorial appointee, Kentucky Financial Institutions Board,
1993-1997; Chairman, Total Quality Management for Small Business,
1990-1994; President of Elizabethtown/Hardin County, Kentucky,
Chamber of Commerce, 1989-1991; President of Elizabethtown
Country Club, 1983-1985; Director-at Large, Houston Alliance for
the Mentally Ill (AMI), since 1998.
Susan A. Cook, 43, Vice President, 6220 E. Thomas Road,
Scottsdale, Arizona 85251
Registered Representative of Aquila Distributors, Inc. since
1993; Account Executive, Cowen & Company, Members of the New York
Stock Exchange, 1988-1991. Institutional Sales and Trading at
Robertson, Stephens, & Montgomery Securities in San Francisco,
CA, 1981-1986.
Christine L. Neimeth, 35, Vice President, 2201 Lloyd Center,
Portland, Oregon 97232
Vice President of Aquila Cascadia Equity Fund and Tax Free 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.
Jean M. Smith, 54, Vice President, 410 17th Street, Suite 1715,
Denver, Colorado 80208
Assistant Treasurer of Bradford Trust Company, 1977-1978; Staff
Supervisor of Wood Struthers & Winthrop, an investment advisory
firm, 1976-1977; Client Administrator of Bradford Trust Company,
1972-1976.
Jessica L. Wiltshire, 28, Vice President, 410 17th Street, Suite
1715, Denver, Colorado 80202
Investor Representative with Oppenheimer Funds, 1996-1997; Sales
Representative for Tax-Free Fund of Colorado and Aquila Rocky
Mountain Equity Fund (this Fund), 1993-1996.
Kimball L. Young, 52, Vice President, 2049 Herbert Avenue, Salt
Lake City, Utah 84108
Senior Vice President of Co-Founder of Lewis Young Robertson &
Burningham, Inc., an NASD licensed broker dealer providing public
finance services to Utah local governments 1995-present. Senior
Vice President of Tax-Free Trust of Arizona and Tax-Free Fund For
Utah. Formerly Senior Vice President-Public Finance, Kemper
Securities Inc., Salt Lake City, Utah.
Rose F. Marotta, 74, Chief Financial Officer, 380 Madison Avenue,
New York, New York 10017
Chief Financial Officer of the Aquila Money-Market, Bond and
Equity Funds since 1991 and 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 Sub-Adviser since 1984 and of the Distributor since
1985.
Richard F. West, 63, Treasurer, 380 Madison Avenue, New York, New
York 10017
Treasurer of the Aquila Money-Market, Bond and Equity Funds and
of 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, 59, Secretary, 551 Fifth Avenue, New York,
New York 10176
Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines &
Mone 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, 59, Assistant Secretary, 380 Madison Avenue, New
York, New York 10017
Assistant Secretary of the Aquila Money-Market, Bond and Equity
Funds since 1995 and Vice President of the Aquila Money-Market
Funds since 1990; Vice President of the Administrator 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 December 31, 1998, the Fund
paid a total of $9,853 in compensation and reimbursement of
expenses to those Trustees to whom it pays fees. 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.
Compensation Number of
from all boards on
Compensation funds in the which the
from the Aquilasm Trustee
Name Fund Group now serves
Tucker H.
Adams $1,625 $9,729 2
Arthur K.
Carlson $1,153 $53,558 7
R. Thayne
Robson $1,969 $4,300 2
Cornelius
Ryan $1,410 $4,150 2
OWNERSHIP OF SECURITIES
Of the shares of the Fund outstanding on February 22, 1999,
BHC Securities, 2005 Market St., Philadelphia PA held of record
in three accounts 3,038 Class C Shares (31.3% of the class) and
the Adviser held of record 44,864 Class Y Shares (95.6% of the
class. On the basis of information received from those holders,
the Fund's management believes that all of such shares are held
for the benefit of clients. On the same date, M. E. Wolf
Foundation Account, Denver, CO held of record 11,750 Class A
Shares (6.6% of the class) and the Sub-Adviser held of record
6,367 Class A Shares (6.23% of the class).
Of the Class Y Shares of the Fund outstanding on April 7,
1998, KPM Investment Management, Inc. held of record 44,386
shares (100% of the class). On the basis of information received
from the holder, the Fund's management believes that all of such
shares are held for the benefit of clients.
The Fund's management is not aware of any other person
owning of record or beneficially 5% or more of the shares of any
class of the Fund's outstanding shares as of that date.
Management Ownership
As of the date of this Additional Statement, 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 Sub-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 Sub-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 Sub-Adviser,
as described above, and Ms. Herrmann is an officer and a director
of the Sub-Adviser.
The Advisory Agreement
KPM Investment Management, Inc. (the "Adviser") supervises
the investment program of the Fund and the composition of its
portfolio. Through its Denver office, the Adviser currently
serves as investment adviser for Tax-Free Fund of Colorado, a
tax-free municipal bond fund which was also founded and sponsored
by Aquila Management Corporation. The Adviser has told the Fund
that it will cease acting as the Fund's investment adviser on
July 22, 1999.
The services of the Adviser are rendered under an Investment
Advisory Agreement (the "Advisory Agreement") which provides,
subject to the control of the Board of Trustees, for investment
supervision. The Advisory Agreement states that the Adviser
shall, at its expense, provide to the Fund all office space and
facilities, equipment and clerical personnel necessary for the
carrying out of the Adviser's duties under the Advisory
Agreement. At the Adviser's expense the Adviser shall 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, for pricing
of the Fund's portfolio at least quarterly using another such
source satisfactory to the Fund.
Under the Advisory Agreement, the Adviser pays all
compensation of those officers and employees of the Fund and of
those Trustees, if any, who are affiliated with the Adviser.
Under the Advisory Agreement, the Fund bears the cost of
preparing and setting in type its prospectuses, statements of
additional information, and reports to shareholders and the costs
of printing or otherwise producing and distributing those copies
of such prospectuses, statements of additional information and
reports as are sent to its shareholders. Under the Advisory
Agreement, all costs and expenses not expressly assumed by the
Adviser or by the Sub-Adviser under the Sub-Advisory and
Administration Agreement or by the Fund's Distributor (principal
underwriter) are paid by the Fund. The Advisory Agreement lists
examples of such expenses borne by the Fund, the major categories
of such expenses being: legal and audit expenses, custodian and
transfer agent, or shareholder servicing agent fees and expenses,
stock issuance and redemption costs, certain printing costs,
registration costs of the Fund and its shares under Federal and
State securities laws, interest, taxes and brokerage commissions,
and non-recurring expenses, including litigation.
Under the Advisory Agreement, the Fund pays an Advisory fee
computed on the net asset value of the Fund as set forth in the
table that appears below un the caption :Advisory and Sub-
Advisory Fees."
The Advisory Agreement contains provisions as to the
allocation of the portfolio transactions of the Fund. In general,
the primary consideration in effecting transactions for the Fund
is obtaining the most favorable prices and efficient execution.
This means that the Adviser will 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. While the Adviser generally seeks reasonably
competitive spreads or commissions, the Fund will not necessarily
be paying the lowest spread or commission available. The Adviser
has complete freedom as to the markets in which and the
broker-dealers through whom (acting on an agency basis or as
principal) it operates to seek this result. The Adviser may
consider a number of factors in determining which broker-dealers
to use. These factors include, but are not limited to, research
services, the reasonableness of commissions and quality of
services and execution. The Adviser is authorized to consider
sales of shares of the Fund.
The Sub-Advisory and Administration Agreement
Aquila Management Corporation, founder of the Fund, serves
as Sub-Adviser and Administrator (the "Sub-Adviser") for the Fund
under a Sub-Advisory and Administration Agreement (the
"Sub-Advisory and Administration Agreement").
At its own expense, the Sub-Adviser provides office space,
personnel, facilities and equipment for the performance of its
functions thereunder and as is necessary in connection with the
maintenance of the headquarters of the Fund and pays all
compensation of the Fund's Trustees, officers and employees who
are affiliated persons of the Sub-Adviser.
Subject to the control of the Fund's Board of Trustees, the
Sub-Adviser provides all administrative services to the Fund
other than those relating to its investment portfolio handled by
the Adviser under the Advisory Agreement; as part of such duties,
the Sub-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
Adviser under the 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 Sub-Advisory and Administration Agreement further
provides with respect to sub-advisory services that subject to
the direction and control of the Board of Trustees of the Fund,
the Sub-Adviser shall review with the Adviser the investment
activities of the Fund and in conjunction with the Adviser shall
make such periodic reports to the Board of Trustees of the Fund
as may be appropriate, and in addition, the Sub-Adviser shall
provide such advisory services to the Fund, in addition to those
services provided by the Adviser, as the Sub-Adviser deems
appropriate; as part of any such services, the Sub-Adviser shall
at its discretion: (i) provide the Adviser and the Fund with
overall market analysis; (ii) provide the 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 Adviser and the Fund such other investment advice as it
considers necessary or appropriate; (iv) consult with the Adviser
in connection with the Adviser's duties under the Advisory
Agreement; and (v) otherwise assist the Adviser, and itself
directly act (in coordination with the 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 Sub-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 Advisory Agreement,
the Sub-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 Sub-Adviser shall be increased as set forth below,
provided, however, that (i) within two weeks of notice of
termination of the Advisory Agreement being delivered by the Fund
or by the Adviser, or termination of the Advisory Agreement for
any other reason, or within such longer period as shall have been
specified by the Board of Trustees, the Sub-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 1940 Act, and (ii) within thirty days of the
termination of the Advisory Agreement, the assumption of such
duties by the Sub-Adviser shall have been approved by a vote of
the Fund's Board of Trustees, including a vote of a majority of
the Trustees who are not parties to such 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 Sub-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 Sub-Adviser assumes the duties of
managerial investment adviser to the Fund with respect to
investment of the Fund's assets following approval by the Fund's
Board of Trustees, the Fund shall pay the Sub-Adviser, and the
Sub-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 Advisory Agreement, if
the Sub-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 Sub-Adviser
shall act as acting investment adviser until a new investment
adviser has been appointed. In such event, the Fund shall pay the
Sub-Adviser an amount in addition to the amounts it is being paid
for sub-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 than
the amounts set forth in the preceding paragraph.
The Sub-Advisory and Administration Agreement may be
terminated at any time without penalty by the Sub-Adviser upon
sixty days' written notice to the Fund and the Adviser; it 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 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 Sub-Advisory and Administration Agreement will
otherwise continue indefinitely. In either case the notice
provision may be waived. The Sub-Advisory and Administration
Agreement contains a provision under which the Sub-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 Sub-Advisory and Administration Agreement provides that
the Sub-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 Sub-Advisory and Administration Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence of the Sub-Adviser in the performance
of its duties, or from reckless disregard by it of its
obligations and duties under the Sub-Advisory and Administration
Agreement. The Fund agrees to indemnify the Sub-Adviser to the
full extent permitted by the Declaration of Trust.
The Sub-Advisory and Administration Agreement contains
provisions as to the Sub-Adviser's allocation of the portfolio
transactions of the Fund similar to those in the Advisory
Agreement.
Under the Sub-Advisory and Administration Agreement, the
Fund pays a sub-advisory and administration fee computed on the
net asset value of the Fund as described in the table below.
Advisory and Sub-Advisory Fees
Under the Advisory Agreement and the Sub-Advisory and
Administration 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
Sub-Advisory and
Administration
Fund Net Assets Advisory Fee Fee Total Fees
Up to $15 million 0.70 of 1% 0.80 of 1% 1.50%
$15 million up to
$50 million 0.55 of 1% 0.65 of 1% 1.20%
Above $50 million 0.40 of 1% 0.50 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. In authorizing such fees, the Board of Trustees
considered a number of factors including the difficulties of
managing a portfolio oriented primarily to the Rocky Mountain
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 December 31, 1998 and 1997,
respectively, the Fund accrued fees to the Adviser and
Sub-Adviser, respectively, of $24,024 and $19,571, and $27,455
and $22,367. All of such fees were waived. In addition, in 1998,
the Sub-Adviser agreed to reimburse the Fund for other expenses
in the amount of $58,939, of which $54,178 was paid during the
fiscal year and $4,761 was paid in January, 1999. In addition, in
1997, the Sub-Adviser reimbursed the Fund for unamortized
deferred organization expenses in the amount of $8,734 and agreed
to reimburse the Fund for other expenses in the amount of
$98,824, of which, $91,656 was paid during the fiscal year and
$3,168 was paid in January, 1998. During the fiscal year ended
December 31, 1996, the Fund accrued fees to the Adviser and
Sub-Adviser, respectively, of $14,047 and $16,054. All of such
fees were waived. In addition, the Sub-Adviser agreed to
reimburse $116,013 of the Fund's expenses.
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.
At the date of this Prospectus, there is a proposed
transaction whereby the shares of the Distributor, which are
currently owned 75% by Mr. Herrmann and other members of his
immediate family and 25% by Diana P. Herrmann, will be owned by
those persons and certain officers of the Manager, including Mr.
Herrmann and Ms. Herrmann.
Underwriting Commissions
During the fiscal years ended December 31, 1998, 1997 and
1996, the aggregate dollar amount of sales charges on sales of
shares in the Fund was $10,648, $33,013 and $33,013 respectively,
and the amount retained by the Distributor was $1,407, $1,004 and
$187, 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 four parts, relating
respectively to distribution payments with respect to Class A
Shares (Part I), to distribution payments relating to Class C
Shares (Part II), to distribution payments relating to Class I
Shares (Part III) and to certain defensive provisions (Part IV).
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,
Sub-Adviser or 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 Class
Shares ("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 Class
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 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 Adviser, Sub-
Adviser or Distributor 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,
Adviser, Sub-Adviser or 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 therein
provided, continue in effect, until the April 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 Shares
Class ("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 Adviser, Sub-
Adviser or Distributor 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,
Adviser, Sub-Adviser or 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 therein provided,
continue in effect, until the April 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 (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 C Plan Agreements entered into thereafter.
Provisions relating to Class I Shares (Part III)
Part III of the Plan applies only to the Financial
Intermediary Class Shares ("Class I Shares") of the Fund
(regardless of whether such class is so designated or is
redesignated by some other name).
As used in Part III 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 III ("Class I Plan Agreements") and which have rendered
assistance (whether direct, administrative, or both) in the
distribution and/or retention of the Fund's Class I Shares or
servicing of shareholder accounts with respect to such shares.
"Qualified Holdings" shall mean, as to any Qualified Recipient,
all Class I 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 I Permitted
Payments") to Qualified Recipients, which Class I 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), a rate fixed for time to time by the Board of
Trustees, initially 0.10 of 1% of the average annual net assets
of the Fund represented by the Class I Shares, but not more than
0.25 of 1% of such assets. Such payments shall be made only out
of the Fund's assets allocable to Class I 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 I Permitted
Payments, if any, to each Qualified Recipient provided that the
total Class I 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 Class I 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 III 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 I 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 Adviser, Sub-
Adviser or Distributor paid or accrued during such quarter. In
addition, if any such Qualified Recipient is an affiliated
person, as that term is defined in the Act, of the Fund, Adviser,
Sub-Adviser or 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 III 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 III 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 Class I Shares Class. Part
III has continued, and will, unless terminated as thereinafter
provided, continue in effect, until the April 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 III 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 III
applies. Part III 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 III 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 I 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 I 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 I Plan Agreements entered into thereafter.
Defensive Provisions (Part IV)
Another part of the Plan (Part IV) states that if and to the
extent that any of the payments listed below are considered to be
"primarily intended to result in the sale of" shares issued by
the Fund within the meaning of Rule 12b-1, such payments are
authorized under the Plan: (i) the costs of the preparation of
all reports and notices to shareholders and the costs of printing
and mailing such reports and notices to existing shareholders,
irrespective of whether such reports or notices contain or are
accompanied by material intended to result in the sale of shares
of the Fund or other funds or other investments; (ii) the costs
of the preparation and setting in type of all prospectuses and
statements of additional information and the costs of printing
and mailing all prospectuses and statements of additional
information to existing shareholders; (iii) the costs of
preparation, printing and mailing of any proxy statements and
proxies, irrespective of whether any such proxy statement
includes any item relating to, or directed toward, the sale of
the Fund's shares; (iv) all legal and accounting fees relating to
the preparation of any such reports, prospectuses, statements of
additional information, proxies and proxy statements; (v) all
fees and expenses relating to the registration or qualification
of the Fund and/or its shares under the securities or "Blue-Sky"
laws of any jurisdiction; (vi) all fees under the Securities Act
of 1933 and the 1940 Act, including fees in connection with any
application for exemption relating to or directed toward the sale
of the Fund's shares; (vii) all fees and assessments of the
Investment Company Institute or any successor organization,
irrespective of whether some of its activities are designed to
provide sales assistance; (viii) all costs of the preparation and
mailing of confirmations of shares sold or redeemed or share
certificates, and reports of share balances; and (ix) all costs
of responding to telephone or mail inquiries of investors or
prospective investors.
The Plan states that while it is in effect, the selection
and nomination of those Trustees of the Fund who are not
"interested persons" of the Fund shall be committed to the
discretion of such disinterested Trustees but that nothing in the
Plan 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.
The Plan defines as the Fund's Independent Trustees those
Trustees who are not "interested persons" of the Fund as defined
in the 1940 Act and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements
related to the Plan. The Plan, unless terminated as therein
provided, continues in effect from year to year only so long as
such continuance is specifically approved at least annually by
the Fund's Board of Trustees and its Independent Trustees with
votes cast in person at a meeting called for the purpose of
voting on such continuance. In voting on the implementation or
continuance of the Plan, those Trustees who vote to approve such
implementation or continuance must conclude that there is a
reasonable likelihood that the Plan will benefit the Fund and its
shareholders. The Plan may be terminated at any time by 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. The Plan may not be
amended to increase materially the amount of payments to be made
without shareholder approval and all amendments must be approved
in the manner set forth above as to continuance of the Plan.
The Plan and each Part of it 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. Specifically, but without
limitation, the provisions of Part IV shall be deemed to be
severable, within the meaning of and to the extent required by
Rule 18f-3, with respect to each outstanding class of shares of
the Fund.
Payments Under the Plan
During the fiscal years ended December 31, 1998 and 1997,
the Fund paid $6,223 and $6,262, respectively, under the Plan
with respect to its Class A Shares, of which the Distributor
received $640 and $685, respectively. During the fiscal year
ended December 31, 1998, the Fund paid $1,150 with respect to its
Class C Shares, of which the Distributor retained $1,503
(including amounts received under the Shareholder Services Plan,
described below). There were only nominal payments with respect
to Class C Shares in 1997. During the fiscal year ended December
31, 1996, the Fund paid $4,975 under the Plan with respect to its
Class A Shares of which the Distributor received $574. There were
no payments with respect to Class C Shares. No Class I Shares
were outstanding during any of these periods. All of these
amounts were for compensation.
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 and Class I Shares of the Fund of "Service Fees" within
the meaning of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. The Services Plan applies
only to the Class C Shares and Class I Shares of the Fund
(regardless of whether such class is so designated or is
redesignated by some other name).
Provisions for Level-Payment Class Shares (Part I)
As used in Part I of 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. "Sub-Adviser"
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. Service Fees with respect to Class C Shares
will be paid to the Distributor. During the fiscal year ended
December 31, 1998, $1,534 was paid, of which the Distributor
received $1,503. During the fiscal years ended December 31, 1997
and 1996 only nominal payments were made under Part I of the
Plan.
Provisions for Financial Intermediary Class Shares (Part II)
As used in Part II of 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 Financial Intermediary Class Shares, maintenance
of Financial Intermediary Class Shares shareholder accounts
and/or pursuant to specific agreements entering confirmed
purchase orders on behalf of customers or clients. "Qualified
Holdings" shall mean, as to any Qualified Recipient, all
Financial Intermediary Class Shares beneficially owned by such
Qualified Recipient's customers, clients or other contacts. "Sub-
Adviser" 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 Financial Intermediary Class Shares. Such payments shall be
made only out of the Fund's assets allocable to the Financial
Intermediary 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 Financial Intermediary
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. No Class I Shares
were outstanding during the year ended December 31, 1998.
General Provisions
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, Adviser, Sub-Adviser or
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
Services Plan. It will continue in effect for a period of more
than one year from its original effective 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.
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
Brokerage allocation and other practices relating to
brokerage are set forth in the description of the Advisory
Agreement, above.
CAPITAL STOCK
The Fund has four 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.
Financial Intermediary Class Shares ("Class I
Shares") are offered and sold only through financial
intermediaries with which Aquila Distributors, Inc. has
entered into sales agreements, and are not offered directly
to retail customers. Class I Shares are offered at net asset
value with no sales charge and no redemption fee or
contingent deferred sales charge, although a financial
intermediary may charge a fee for effecting a purchase or
other transaction on behalf of its customers. Class I Shares
may carry a distribution fee of up to 0.25 of 1% of average
annual net assets allocable to Class I Shares, currently
0.10 of 1% of such net assets, and a service fee of 0.25 of
1% of such assets.
The Fund's four 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 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").
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.
Automatic Withdrawal Plan
You may establish an Automatic Withdrawal Plan if you own or
purchase Class A 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 and "Dividend and Tax Information" below.)
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.
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 Additional
Statement, the Aquila-sponsored Bond or Equity Funds are this
Fund, Aquila Cascadia 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. However, 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:
800-ROCKY-22 (800-762-5922) 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;
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.
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 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
As described herein and in the Prospectus, 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."
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 $10,648 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. Current
yield and average annual compounded total return quotations used
by the Fund are based on these standardized methods and are
computed separately for each of the Fund's classes of shares.
Each of these and other methods that may be used by the Fund are
described in the following material. Prior to April 30, 1996, the
Fund had outstanding only one class of shares which are currently
designated "Class A Shares." On that date the Fund began to offer
shares of two other classes, Class C Shares and Class Y Shares.
During most of the historical periods listed below, there were no
Class C Shares or Class Y Shares outstanding and the information
below relates solely to Class A Shares unless otherwise
indicated. Class I Shares were first offered on April 30, 1998
and none were outstanding during the periods indicated.
Total Return
Average annual total return is determined by finding the
average annual compounded rates of return over 1-, 5- and 10 year
periods and a period since the inception of the operations of the
Fund (on July 22, 1994) that would equate an initial hypothetical
$1,000 investment in shares of each of the Fund's classes to the
value such an investment would have if it were 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. During the periods listed the Fund's maximum
sales charge was 4.75%. Effective April 30, 1996, the maximum
sales charge was reduced to 4.25%. 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%)
reflected in the following quotations for Class A Shares 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 -9.31 -7.01 -5.08
Since
inception on
July 22, 1994 10.08 7.97%(1) 8.66%(1)
(1) Period from April 30, 1996 (inception of class) through
December 31, 1998.
These figures were 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-, 5- and
10-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.
Total Return
Class A Shares Class C Shares Class Y Shares
One Year -9.31 -7.01 -5.08
Since
inception on
July 24, 1994 53.25% 22.74%(1)
24.83%(1)
(1) Period from April 30, 1996 (inception of class) through
December 31, 1998.
<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 AND 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>
AQUILA ROCKY MOUNTAIN EQUITY FUND
PART C: OTHER INFORMATION
ITEM 23 Exhibits:
(a) Supplemental Declaration of Trust Amending and
Restating the 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 Agreement (ii)
(ii) Sub-Advisory & Administration Agreement (ii)
(e) (i) Distribution Agreement (ii)
(ii) Sales Agreement for Brokerage Firms (ii)
(iii) Sales Agreement for Financial
Institutions (ii)
(iv) Shareholder Services Agreement (i)
(f) Not applicable
(g) Custody Agreement (i)
(h) Transfer Agency Agreement (iii)
(i) Opinion & consent of Fund's counsel (iii)
(j) Not applicable
(k) Not applicable
(l) Financial Statements
Included in Part A:
Financial Highlights
Included in Part B:
Report of Independent Auditors
Statement of Assets and Liabilities as of
December 31, 1998
Statement of Operations for the fiscal year
December 31, 1998
Statement of Changes in Net Assets for the
year 1998 and 1997
Statement of Investments as of December 31, 1998
Notes to Financial Statements
Included in Part C:
Consent of Independent Auditors
(m) (i) Distribution Plan (iii)
(ii) Shareholder Services Plan (iii)
(n) Financial Data Schedules (iv)
(o) Plan pursuant to Rule 18f-3
under the 1940 Act (iii)
(i) Filed as an exhibit to Registrant's Post-Effective
Amendment No. 2 dated April 24, 1996
incorporated herein by reference.
(ii) Filed as an exhibit to Registrant's Post-Effective
Amendment No. 3 dated April 25, 1997
incorporated herein by reference.
(iii) Filed as an exhibit to Registrant's Post-Effective
Amendment No. 4 dated April 28, 1998
incorporated herein by reference.
(iv) Filed herewith.
ITEM 25. Persons Controlled By Or Under Common Control With
Registrant
None.
ITEM 25. Indemnification
Subdivision (c) of Section 12 of Article SEVENTH of
Registrant's Supplemental Declaration of Trust Amending and
Restating the Declaration of Trust, filed as Exhibit 1 to
Registrant's Post-Effective Amendment No. 15 dated March 28,
1996, 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.
KPM Investment Management Inc., Registrant's investment Sub-
Adviser, is a registered investment adviser. For information
about 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
the following Funds, including the Registrant: 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, Prime Cash Fund, Tax-Free Fund For Utah, Tax-Free
Fund
of Colorado, Tax-Free Trust of Arizona, Aquila Rocky
Mountain
Equity Fund, Aquila Cascadia Equity Fund and Tax-Free Trust
of Oregon.
(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 adviser, the administrator, the
custodian, and the transfer agent, whose addresses
appear on the back cover pages of the Prospectus
and Statement of Additional Information.
ITEM 29. Management Services
Not applicable.
ITEM 30 Undertakings
(a) Not applicable.
(b) Not applicable.
(c) If requested to do so by the holders of 10% of the
Fund's outstanding shares, the Fund will call a
meeting of shareholders for the purpose of voting
upon the question of removal of a Trustee or
Trustees and to assist in communication with other
shareholders as required by Section 16(c) of the
Investment Company Act of 1940.
(d) The Registrant undertakes to provide to any person to
whom the Prospectus is delivered a copy of its most
recent annual report upon request and without charge.
<PAGE>
Consent of Independent Auditors
To the Shareholders and Board of Trustees
Aquila Rocky Mountain Equity Fund:
We consent to the use of our report dated February 1, 1999,
incorporated herein by reference, and to the reference to our
firm under the headings "Financial Highlights" in the Prospectus
and "Transfer Agent, Custodian and Auditors" and "Financial
Statements" in the Statement of Additional Information.
New York, New York KPMG LLP
February 26, 1999 /s/KPMG LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant has duly
caused this Registration Statement or Amendment 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 24th day of
February, 1999.
AQUILA ROCKY MOUNTAIN EQUITY FUND
(Registrant)
/s/Lacy B. Herrmann
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 2/24/99
______________________ President, Chairman of ___________
Lacy B. Herrmann the Board and Trustee
(Principal Executive
Officer)
/s/Tucker Hart Adams 2/24/99
______________________ Trustee ___________
Tucker Hart Adams
/s/Arthur K. Carlson 2/24/99
______________________ Trustee ___________
Arthur K. Carlson
/s/Diana P. Herrmann 2/24/99
_____________________ Trustee ___________
Diana P. Herrmann
/s/R. Thayne Robson 2/24/99
_____________________ Trustee ___________
R. Thayne Robson
/s/Cornelius T. Ryan 2/24/99
_____________________ Trustee ___________
Cornelius T. Ryan
/s/Rose F. Marotta 2/24/99
_____________________ Chief Financial Officer ___________
Rose F. Marotta (Principal Financial and
Accounting Officer)
<PAGE>
AQUILA ROCKY MOUNTAIN EQUITY FUND
EXHIBIT INDEX
Number Description
(b) By-Laws
(n) Financial Data Schedules (iii)
Correspondence
111
<PAGE>
Dated: September 20, 1998
AQUILA ROCKY MOUNTAIN 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 1A. 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 2. 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 3. 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 one third
of the votes eligible to be cast thereat. Such request shall
state the purpose or purposes of the proposed meeting.
Section 4. 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 5. 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 6. 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 7. 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 8. 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 9. 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 7, 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 three 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 l940 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.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial infomation extracted
from the Registrant's Annual Report dated December 31, 1998 and
is qualified in its entirety by reference to such Financial
Statements.
</LEGEND>
<CIK> 0000915402
<NAME> AQUILA ROCKY MOUNTAIN EQUITY FUND, CLASS A SHARES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 2,176,093
<INVESTMENTS-AT-VALUE> 2,884,777
<RECEIVABLES> 7,726
<ASSETS-OTHER> 114
<OTHER-ITEMS-ASSETS> 5,961
<TOTAL-ASSETS> 2,898,578
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67,761
<TOTAL-LIABILITIES> 67,761
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,133,411
<SHARES-COMMON-STOCK> 112,146
<SHARES-COMMON-PRIOR> 175,760
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> <11,278>
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 708,684
<NET-ASSETS> 1,879,513
<DIVIDEND-INCOME> 41,108
<INTEREST-INCOME> 11,047
<OTHER-INCOME> 0
<EXPENSES-NET> 52,546
<NET-INVESTMENT-INCOME> <391>
<REALIZED-GAINS-CURRENT> 7,746
<APPREC-INCREASE-CURRENT> <155,516>
<NET-CHANGE-FROM-OPS> <148,161>
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,387
<DISTRIBUTIONS-OF-GAINS> 18,386
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,054
<NUMBER-OF-SHARES-REDEEMED> 78,986
<SHARES-REINVESTED> 1,318
<NET-CHANGE-IN-ASSETS> <1,115,315>
<ACCUMULATED-NII-PRIOR> 2,984
<ACCUMULATED-GAINS-PRIOR> 8,402
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 24,024
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 169,655
<AVERAGE-NET-ASSETS> 2,489,469
<PER-SHARE-NAV-BEGIN> 17.89
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> <.96>
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .16
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<PER-SHARE-NAV-END> 16.76
<EXPENSE-RATIO> 1.74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial infomation extracted
from the Registrant's Annual Report dated December 31, 1998 and
is qualified in its entirety by reference to such Financial
Statements.
</LEGEND>
<CIK> 0000915402
<NAME> AQUILA ROCKY MOUNTAIN EQUITY FUND, CLASS C SHARES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 2,176,093
<INVESTMENTS-AT-VALUE> 2,884,777
<RECEIVABLES> 7,726
<ASSETS-OTHER> 114
<OTHER-ITEMS-ASSETS> 5,961
<TOTAL-ASSETS> 2,898,578
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67,761
<TOTAL-LIABILITIES> 67,761
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,133,411
<SHARES-COMMON-STOCK> 9,793
<SHARES-COMMON-PRIOR> 392
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> <11,278>
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 708,684
<NET-ASSETS> 161,895
<DIVIDEND-INCOME> 41,108
<INTEREST-INCOME> 11,047
<OTHER-INCOME> 0
<EXPENSES-NET> 52,546
<NET-INVESTMENT-INCOME> <391>
<REALIZED-GAINS-CURRENT> 7,746
<APPREC-INCREASE-CURRENT> <155,516>
<NET-CHANGE-FROM-OPS> <148,161>
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 120
<DISTRIBUTIONS-OF-GAINS> 1,588
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,043
<NUMBER-OF-SHARES-REDEEMED> 743
<SHARES-REINVESTED> 101
<NET-CHANGE-IN-ASSETS> <1,115,315>
<ACCUMULATED-NII-PRIOR> 2,984
<ACCUMULATED-GAINS-PRIOR> 8,402
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24,024
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 169,655
<AVERAGE-NET-ASSETS> 153,364
<PER-SHARE-NAV-BEGIN> 17.79
<PER-SHARE-NII> <.16>
<PER-SHARE-GAIN-APPREC> <.93>
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .16
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.53
<EXPENSE-RATIO> 2.53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial infomation extracted
from the Registrant's Annual Report dated December 31, 1998 and
is qualified in its entirety by reference to such Financial
Statements.
</LEGEND>
<CIK> 0000915402
<NAME> AQUILA ROCKY MOUNTAIN EQUITY FUND, CLASS Y SHARES
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 2,176,093
<INVESTMENTS-AT-VALUE> 2,884,777
<RECEIVABLES> 7,726
<ASSETS-OTHER> 114
<OTHER-ITEMS-ASSETS> 5,961
<TOTAL-ASSETS> 2,898,578
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67,761
<TOTAL-LIABILITIES> 67,761
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,133,411
<SHARES-COMMON-STOCK> 46,929
<SHARES-COMMON-PRIOR> 44,396
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> <11,278>
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 708,684
<NET-ASSETS> 789,409
<DIVIDEND-INCOME> 41,108
<INTEREST-INCOME> 11,047
<OTHER-INCOME> 0
<EXPENSES-NET> 52,546
<NET-INVESTMENT-INCOME> <391>
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<APPREC-INCREASE-CURRENT> <155,516>
<NET-CHANGE-FROM-OPS> <148,161>
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 574
<DISTRIBUTIONS-OF-GAINS> 7,609
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,035
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 498
<NET-CHANGE-IN-ASSETS> <1,115,315>
<ACCUMULATED-NII-PRIOR> 2,984
<ACCUMULATED-GAINS-PRIOR> 8,402
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 169,655
<AVERAGE-NET-ASSETS> 789,453
<PER-SHARE-NAV-BEGIN> 17.91
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> <.95>
<PER-SHARE-DIVIDEND> .01
<PER-SHARE-DISTRIBUTIONS> .16
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.82
<EXPENSE-RATIO> 1.52
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
