AQUILA ROCKY MOUNTAIN EQUITY FUND
N-30D, 2000-08-28
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<PAGE>
ADMINISTRATOR AND SUB-ADVISER
        AQUILA MANAGEMENT CORPORATION
        380 Madison Avenue, Suite 2300
        New York, New York 10017

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
        Barbara S. Walchli, Senior Vice President and Portfolio Manager
        James M. McCullough, Senior Vice President
        Kimball L. Young, Senior Vice President
        Susan A. Cook, Vice President
        Alan R. Stockman, Vice President
        Emily C. Van Voorhis, Vice President
        Jessica L. Wiltshire, 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

CUSTODIAN
        BANK ONE TRUST COMPANY, N.A.
        100 East Broad Street
        Columbus, Ohio 43271

TRANSFER AND SHAREHOLDER SERVICING AGENT
        PFPC Inc.
        400 Bellevue Parkway
        Wilmington, Delaware 19809

INDEPENDENT AUDITORS
        KPMG LLP
        757 Third Avenue
        New York, New York 10017

Further information is contained in the Prospectus,
which must precede or accompany this report.



                                  SEMI-ANNUAL
                                     REPORT

                                 JUNE 30, 2000

[Logo of Aquila Rocky Mountain Equity Fund: a rectangle with a drawing of two
mountains and the words Aquila Rocky Mountain Equity Fund]

                       A CAPITAL APPRECIATION INVESTMENT

[Logo of the Aquila Group of Funds: an eagle's head]

                                   ONE OF THE
                            AQUILASM GROUP OF FUNDS
</PAGE>



<PAGE>
[Logo of Aquila Rocky Mountain Equity Fund: a rectangle with a drawing of two
mountains and the words Aquila Rocky Mountain Equity Fund]

                       AQUILA ROCKY MOUNTAIN EQUITY FUND

                               SEMI-ANNUAL REPORT

                              "A COMPELLING STORY"

                                                                 August 18, 2000

Dear Fellow Shareholders:

     We are pleased to report to you the results of Aquila Rocky Mountain Equity
Fund as at June 30,  2000.  For the six months  ended on that  date,  the Fund's
Class A share price was up 7.16%, without any sales charge. For the same period,
this  compares  with -0.01% for the Standard & Poor's 500 Index and up 4.02% for
the Russell 2000. Both of these indexes tend to be considered  "benchmarks"  for
the Fund.

THE STORY FOR THE ROCKY MOUNTAIN REGION CONTINUES TO BE COMPELLING

     We continue to be excited about the prospects for the Rocky Mountain region
of our country and the possibility  for good capital growth from  investments in
companies  in the  area.  Here  are  some  of  the  things  that  give  us  this
encouragement.

     *    Over  the  last  ten years, five states in the Rocky Mountain Region -
          Nevada,  Arizona,  Idaho,  Utah and Colorado - experienced the fastest
          growth in population in the United States.

     *    The  character  of  this  population  growth  is exceptionally high in
          talent. The Rocky Mountain region  attracts  numerous entrepreneurial-
          oriented college graduates who choose the  area because of its quality
          of life.

     *    The amount of venture  capital pouring into the  Rocky Mountain region
          to finance growing companies has been very high.

     *    The  number  of publicly-owned companies continues to rise. At present
          there  are  more  than 700 companies in the Rocky Mountain region that
          offer  investment  potential, with this number growing on a continuing
          basis.

     *    The diversity of companies, including those in the high-tech  area, in
          the  Rocky  Mountain  region  is  excellent for investment.  Moreover,
          Colorado and Arizona rank exceptionally high in terms of the number of
          technology workers per 1000 overall workers.

     *    Three  Rocky  Mountain states - Colorado, Utah, and Arizona - made the
          top 10 list of states most prepared for the dynamic characteristics of
          the "new economy. "

     *    Investors can find companies within  the Rocky Mountain region growing
          at  a  high  rate  of earnings growth that are selling at considerably
          lower  price/earning  ratios than exists in various other areas of the
          country.

</PAGE>

<PAGE>


THE FUND'S INVESTMENT APPROACH

     We continue to seek out companies which possess high growth prospects,  but
which are selling at a reasonable  value in their price.  We call this  approach
"growth at a reasonable  price." What we would like to see in companies in which
we invest is a:

     *    high return on invested capital;

     *    relatively low level of debt;

     *    demonstrated competitive edge in its specific industry segment;

     *    high stake in ownership by management; and

     *    price/earnings  ratio  lower  than  or  comparable  to  its  projected
          earnings growth.

     We  believe  there  are a number  and  variety  of  companies  in the Rocky
Mountain  region  available for  investment by the Fund which fit various of the
above characteristics.  Our highly dedicated portfolio manager is kept very busy
ferreting out situations for the Fund.  However, we have found that by having an
on-site  portfolio  manager  within the Rocky  Mountain  region,  we can unearth
various exciting  companies before they become well-known to Wall Street.  This,
we believe, is what gives us a competitive edge in our investment approach.

TOP 10 HOLDINGS

     Listed below are the top ten common stock  holdings of the Fund at June 30,
2000. As you can  appreciate,  these  holdings will vary in character and amount
over  time.  However,  what we try to do is make sure we have the right  kind of
diversified mix to produce higher than average results for shareholders.

<TABLE>
<CAPTION>
                                                   PERCENT
        COMPANY                                 OF NET ASSETS      STATE              MARKET SECTOR
</CAPTION>
        <S>                                        <C>             <C>                <C>

        Prima Energy                               14.2%           Colorado           Energy
        AT&T Liberty Media A                        7.1            Colorado           Consumer Services
        Avert Inc.                                  6.8            Colorado           Technology
        Koala Corp.                                 4.9            Colorado           Consumer Cyclicals
        Comcast Class A                             4.3            Pennsylvania       Consumer Services
        Montana Power Co.                           3.9            Montana            Telecommunications
        Viad Corp.                                  3.8            Arizona            Business Services
        Mity-Lite, Inc.                             3.7            Utah               Capital Spending
        International Game Technology               3.7            Nevada             Consumer Services
        Media One Group                             3.1            Colorado           Consumer Services
</TABLE>

     At the end of the quarter on June 30, Prima Energy was added to the Russell
2000. As a result,  the stock price of this company spiked up  dramatically as a
number of index funds bought the stock.  This caused the Fund's  position in the
stock to grow significantly.  Soon afterwards, we reduced the Fund's position in
this stock to a more normal size. Another of our holdings,  Myriad Genetics, was
also added to the Russell 2000 in June. We have enjoyed  strong  performance  in
both stocks.  We have found that taking  positions in good companies  before the
larger institutions find them can be very rewarding.

</PAGE>

<PAGE>


     APPRECIATION

     We  appreciate  very much the trust you have  expressed in the Fund through
your investment.  We continue to be enthusiastic about the Rocky Mountain region
of our country and for the growth  prospects from investing in the area. We will
continue to do our utmost to merit your continuing confidence.

Sincerely,


Barbara S. Walchli
Senior Vice President and
Portfolio Manager


Lacy B. Herrmann
President and
Chairman, Board of Trustees
</PAGE>



<PAGE>
                       AQUILA ROCKY MOUNTAIN EQUITY FUND
                            STATEMENT OF INVESTMENTS
                                 JUNE 30, 2000
                                  (UNAUDITED)

 MARKET
 SHARES        COMMON STOCKS - 90.4%                                    VALUE

               BASIC INDUSTRY - 2.0%
    2,000      Barrick Gold Corp.                                    $    36,375
    3,000      Building Materials Holding Corp. +                         26,438
                                                                          62,813

               BUSINESS SERVICES - 3.8%
    4,500      Viad Corporation                                          122,625

               CAPITAL SPENDING - 5.3%
    9,000      Mity-Lite, Inc. +                                         119,250
    7,000      Morrison Knudsen Corp. +                                   50,750
       10      Morrison Knudsen Corp. Warrants +                              20
                                                                         170,020

               CONSUMER CYCLICALS - 4.9%
   11,200      Koala Corp. +                                             158,200

               CONSUMER SERVICES - 24.1%
    1,500      Albertson's Inc.                                           49,875
    1,500      Apollo Group, Inc. +                                       42,000
    9,400      AT&T Liberty Media Group Class A+                         227,950
    2,000      Coldwater Creek, Inc.                                      60,250
    3,400      Comcast Corp. - Special Class A+                          137,700
    1,000      Echostar Communications Corp. Class A+                     33,109
    4,500      International Game Technology +                           119,250
    1,500      Media One Group +                                          99,738
                                                                         769,872

               ENERGY - 14.2%
    8,500      Prima Energy Corp. +                                      454,750

               FINANCIAL - 7.1%
    5,850      First Security Corp.                                       79,341
    8,812      First State Bancorp                                        90,323
    4,000      WesterFed Financial Corp.                                  57,750
                                                                         227,414

               HEALTH CARE - 4.1%
    6,000      Interwest Home Medical Inc. +                              36,750
      300      Myriad Genetics, Inc. +                                    44,423
    4,000      Wild Oats Markets, Inc. +                                  50,250
                                                                         131,423

</PAGE>
<PAGE>

               REAL ESTATE INVESTMENT TRUST - 1.1%
    1,500      Franchise Finance of America                          $    34,500

               TECHNOLOGY - 12.9%
    9,500      Avert Inc. +                                              217,312
    3,000      Gentner Communications Corp. +                             42,000
    1,000      Microchip Technology Inc. +                                58,266
    9,000      Navidec Inc. +                                             79,875
    1,000      TenFold Corporation +                                      16,437
                                                                         413,890

               TELECOMMUNICATIONS - 4.7%
      300      Level 3 Communications Inc. +                              26,400
    3,500      Montana Power Co.                                         123,594
                                                                         149,994

               UTILITIES - 6.2%
    1,500      Idacorp Inc.                                               48,375
    2,700      Kinder Morgan                                              93,319
    3,000      Questar Corp.                                              58,125
                                                                         199,819

                    Total Common Stocks  (cost $1,562,521*)            2,895,320

  FACE
 AMOUNT        SHORT-TERM INVESTMENTS - 8.9%
$ 285,000      Churchill Cash Reserves Trust                             285,000

                    Total Short-Term Investments (cost $285,000)         285,000

               Total Investments (cost $1,847,521*)     99.3%          3,180,320
               Other assets in excess of liabilities     0.7              22,072
               Net Assets                              100.0%        $ 3,202,392

                    * Cost for Federal tax purposes is identical.
                    + Non-income producing security.


  See accompanying notes to financial statements.
</PAGE>



<PAGE>
                       AQUILA ROCKY MOUNTAIN EQUITY FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                           JUNE 30, 2000 (UNAUDITED)

<TABLE>
<S> <C>   <C>                                                                                  <C>
ASSETS
    Investments at market value (cost $1,847,521)                                              $  3,180,320
    Receivable for investment securities sold                                                        57,268
    Due from Administrator for reimbursement of expenses (note 3)                                     7,105
    Cash                                                                                              3,446
    Dividends and interest receivable                                                                 1,772
    Other assets                                                                                        113
          Total assets                                                                            3,250,024

LIABILITIES
    Payable for Fund shares redeemed                                                                 43,105
    Accrued expenses                                                                                  2,850
    Distribution fees payable                                                                         1,677
          Total liabilities                                                                          47,632

NET ASSETS                                                                                     $  3,202,392

    Net Assets consist of:
    Capital Stock - Authorized an unlimited number of shares, par value $.01 per share         $      1,497
    Additional paid-in capital                                                                    1,817,810
    Net unrealized appreciation on investments                                                    1,332,799
    Undistributed net realized gain on investments                                                   50,286
                                                                                               $  3,202,392

CLASS A
    Net Assets                                                                                 $  1,894,237
    Capital shares outstanding                                                                       88,538
    Net asset value and redemption price per share                                             $      21.39
    Offering price per share (100/95.75 of $21.39 adjusted to nearest cent)                    $      22.34

CLASS C
    Net Assets                                                                                 $    272,030
    Capital shares outstanding                                                                       13,042
    Net asset value and offering price per share                                               $      20.86
    Redemption price per share (*a 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)                                  $      20.86*

CLASS Y
    Net Assets                                                                                 $  1,036,125
    Capital shares outstanding                                                                       48,088
    Net asset value, offering and redemption price per share                                   $      21.55
</TABLE>


See accompanying notes to financial statements.
</PAGE>



<PAGE>
                       AQUILA ROCKY MOUNTAIN EQUITY FUND
                            STATEMENT OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)

<TABLE>
<S>     <C>   <C>                                                    <C>                     <C>
INVESTMENT INCOME:
        Dividends                                                    $    11,586
        Interest                                                           4,485
                                                                                             $   16,071


Expenses:
        Investment Adviser fees (note 3)                             $     9,496
        Administrator fees (note 3)                                       10,852
        Legal fees                                                        14,000
        Shareholders' reports                                             10,000
        Audit and accounting fees                                          7,000
        Trustees' fees and expenses                                        7,000
        Registration fees and dues                                         6,500
        Transfer and shareholder servicing agent fees                      6,000
        Distribution and service fees (note 3)                             3,047
        Custodian fees                                                       925
        Miscellaneous                                                      2,517
                                                                          77,337

        Investment Adviser fees waived (note 3)                           (9,496)
        Administrator fees waived (note 3)                               (10,852)
        Reimbursement of expenses by Administrator (note 3)              (37,915)
        Expenses paid indirectly (note 6)                                   (925)
              Net expenses                                                                       18,149

              Net investment loss                                                                (2,078)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
        Net realized gain from securities transactions                    73,176
        Change in unrealized appreciation on investments                 138,580

        Net realized and unrealized gain on investments                                         211,756
        Net increase in net assets resulting from operations                                 $  209,678
</TABLE>


See accompanying notes to financial statements.
</PAGE>



<PAGE>
                       AQUILA ROCKY MOUNTAIN EQUITY FUND
                      STATEMENTS OF CHANGES IN NET ASSETS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED            YEAR ENDED
                                                                               JUNE 30, 2000           DECEMBER 31, 1999
<S> <C>   <C>                                                                   <C>                      <C>
OPERATIONS:
    Net investment loss                                                          $   (2,078)             $     (6,202)
    Net realized gain from securities transactions                                   73,176                    21,894
    Change in unrealized appreciation on investments                                138,580                   485,535
          Change in net assets from operations                                      209,678                   501,227

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 5):
    Class A Shares:
    Net investment income                                                             -                         -
    Net realized gain on investments                                                  -                       (17,492)

    Class C Shares:
    Net investment income                                                             -                         -
    Net realized gain on investments                                                  -                        (2,297)

    Class Y Shares:
    Net investment income                                                             -                         -
    Net realized gain on investments                                                  -                       (11,061)
          Change in net assets from distributions                                     -                       (30,850)

CAPITAL SHARE TRANSACTIONS (NOTE 8):
    Proceeds from shares sold                                                       756,407                   159,493
    Reinvested dividends and distributions                                            -                        23,162
    Cost of shares redeemed                                                        (232,863)               (1,014,679)
          Change in net assets from capital share transactions                      523,544                  (832,024)

          Change in net assets                                                      733,222                  (361,647)

NET ASSETS:
    Beginning of period                                                           2,469,170                 2,830,817
    End of period                                                               $ 3,202,392              $  2,469,170
</TABLE>

See accompanying notes to financial statements.
</PAGE>



<PAGE>
                       AQUILA ROCKY MOUNTAIN EQUITY FUND
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. ORGANIZATION

     Aquila Rocky Mountain  Equity Fund (the "Fund"),  a  diversified,  open-end
investment  company,  was  organized  on  November  3,  1993 as a  Massachusetts
business trust and commenced operations on July 22, 1994. The Fund is authorized
to issue an unlimited  number of shares and, since its inception to May 1, 1996,
offered  only one class of shares.  On that date,  the Fund began  offering  two
additional classes of shares, Class C and Class Y shares. All shares outstanding
prior  to that  date  were  designated  as Class A  shares  and are sold  with a
front-payment  sales charge and bear an annual  service fee.  Class C shares are
sold with a  level-payment  sales charge with no payment at time of purchase but
level service and  distribution  fees from date of purchase  through a period of
six years  thereafter.  A contingent  deferred sales charge of 1% is assessed to
any Class C  shareholder  who redeems  shares of this Class within one year from
the date of purchase. The Class Y shares are only offered to institutions acting
for an investor in a fiduciary,  advisory, agency, custodian or similar capacity
and are not offered directly to retail investors. Class Y shares are sold at net
asset value without any sales charge, redemption fees, contingent deferred sales
charge or distribution  or service fees. On April 30, 1998 the Fund  established
Class I shares, which are offered and sold only through financial intermediaries
and are not offered directly to retail investors. At June 30, 2000 there were no
Class I shares  outstanding.  All classes of shares  represent  interests in the
same portfolio of investments  and are identical as to rights and privileges but
differ with  respect to the effect of sales  charges,  the  distribution  and/or
service fees borne by each class, expenses specific to each class, voting rights
on matters affecting a single class and the exchange privileges of each class.

2. SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting  policies followed by
the Fund in the  preparation  of its financial  statements.  The policies are in
conformity  with  generally  accepted   accounting   principles  for  investment
companies.

A)   PORTFOLIO VALUATION: Securities listed on a national securities exchange or
     designated as national market system securities are valued at the last sale
     price on such exchanges or market system or, if there has been no sale that
     day,  at the bid price.  Securities  for which  market  quotations  are not
     readily  available  are valued at fair value as determined in good faith by
     or at the  direction  of the  Board  of  Trustees.  Short-term  investments
     maturing in 60 days or less are valued at amortized cost.

B)   SECURITIES   TRANSACTIONS  AND  RELATED   INVESTMENT   INCOME:   Securities
     transactions are recorded on the trade date. Realized gains and losses from
     securities transactions are reported on the identified cost basis. Dividend
     income is recorded on the  ex-dividend  date.  Interest  income is recorded
     daily on the accrual basis.

C)   FEDERAL  INCOME  TAXES:  It is the  policy  of the  Fund  to  qualify  as a
     regulated  investment  company  by  complying  with the  provisions  of the
     Internal Revenue Code applicable to certain investment companies.  The Fund
     intends to make  distributions of income and securities  profits sufficient
     to relieve it from all, or  substantially  all,  Federal  income and excise
     taxes.

D)   ALLOCATION OF EXPENSES:  Expenses,  other than class-specific expenses, are
     allocated daily to each class of shares based on the relative net assets of
     each class. Class-specific expenses, which include distribution and service
     fees and any other items that are  specifically  attributed to a particular
     class, are charged directly to such class.

</PAGE>
<PAGE>


E)   USE OF ESTIMATES:  The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the reported  amounts of  increases  and
     decreases in net assets from operations during the reporting period. Actual
     results could differ from those estimates.

3. FEES AND RELATED PARTY TRANSACTIONS

A) MANAGEMENT ARRANGEMENTS:

     The  Fund has a  Sub-Advisory  and  Administration  Agreement  with  Aquila
Management  Corporation (the  "Administrator"),  the Fund's founder and sponsor.
Under this agreement,  the Administrator  supervises the investments of the Fund
and the  composition of its  portfolio,  arranges for the purchases and sales of
portfolio  securities,  and provides for daily pricing of the Fund's  portfolio.
Besides its sub-advisory services, it also provides all administrative services.
This includes  providing the office of the Fund and all related services as well
as overseeing the  activities of all the various  support  organizations  to the
Fund such as the shareholder servicing agent, custodian, legal counsel, auditors
and distributor and  additionally  maintaining the Fund's  accounting  books and
records. For its services,  the Administrator is entitled to receive a fee which
is payable  monthly and computed as of the close of business each day on the net
assets  of the  Fund at the  following  annual  rates;  1.50% on the  first  $15
million;  1.20% on the next $35  million  and 0.90 of 1% on the excess  over $50
million.

     The  Administrator  agrees  that the above fees shall be  reduced,  but not
below  zero,  by an  amount  equal to the  amount,  if any,  by which  the total
expenses  of the Fund in any  fiscal  year,  exclusive  of taxes,  interest  and
brokerage fees, shall 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 are sold have any
such limitation.

     For the six months ended June 30, 2000,  the Fund  incurred  fees under the
Sub-Advisory and Administration  Agreement of $9,496 and $10,852,  respectively,
which  were   voluntarily   waived.   Additionally,   during   this  period  the
Administrator voluntarily agreed to reimburse the Fund for other expenses in the
amount of $37,915.  Of this amount,  $30,810 was paid prior to June 30, 2000 and
the balance of $7,105 was paid in early July 2000.

     Specific  details as to the nature and extent of the  services  provided by
the  Administrator are more fully defined in the Fund's Prospectus and Statement
of Additional Information.

B) DISTRIBUTION AND SERVICE FEES:

     The Fund has  adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule
12b-1 (the "Rule") under the Investment  Company Act of 1940.  Under one part of
the Plan, with respect to Class A Shares, the Fund is authorized to make service
fee payments to broker-dealers or others  ("Qualified  Recipients")  selected by
Aquila Distributors,  Inc. (the "Distributor"),  including,  but not limited to,
any principal  underwriter of the Fund,  with which the  Distributor has entered
into  written  agreements  contemplated  by the Rule  and  which  have  rendered
assistance  in the  distribution  and/or  retention  of  the  Fund's  shares  or
servicing of shareholder accounts. The Fund makes payment of this service fee at
the annual rate of 0.25% of the Fund's average net assets represented by Class A
Shares.  For the six months ended June 30, 2000,  service fees on Class A Shares
amounted to $1,923, of which the Distributor received $268.

</PAGE>

<PAGE>

     Under  another part of the Plan,  the Fund is  authorized  to make payments
with  respect to Class C Shares to  Qualified  Recipients  which  have  rendered
assistance in the distribution  and/or retention of the Fund's Class C shares or
servicing of shareholder accounts. These payments are made at the annual rate of
0.75% of the  Fund's net  assets  represented  by Class C Shares and for the six
months ended June 30, 2000,  amounted to $843. In addition,  under a Shareholder
Services  Plan, the Fund is authorized to make service fee payments with respect
to Class C Shares to Qualified Recipients for providing personal services and/or
maintenance of shareholder accounts.  These payments are made at the annual rate
of 0.25% of the Fund's net assets  represented by Class C Shares and for the six
months ended June 30, 2000,  amounted to $281.  The total of these payments with
respect to Class C Shares amounted to $1,124, of which the Distributor  received
$508.

     Specific  details  about the Plans are more  fully  defined  in the  Fund's
Prospectus and Statement of Additional Information.

     Under a Distribution  Agreement,  the  Distributor  serves as the exclusive
distributor of the Fund's shares. Through agreements between the Distributor and
various  broker-dealer  firms ("dealers"),  the Fund's shares are sold primarily
through the  facilities of these dealers having offices within the general Rocky
Mountain region, with the bulk of sales commissions inuring to such dealers. For
the six months ended June 30, 2000, total  commissions on sales of Class AShares
amounted to $9,391, of which the Distributor received $26.

4. PURCHASES AND SALES OF SECURITIES

     During the six months ended June 30,  2000,  purchases  of  securities  and
proceeds  from  the  sales  of  securities  (excluding  short-term  investments)
aggregated $602,481 and $390,548, respectively.

     At  June  30,  2000,  aggregate  gross  unrealized   appreciation  for  all
securities in which there is an excess of market value over tax cost amounted to
$1,423,112 and aggregate  gross  unrealized  depreciation  for all securities in
which there is an excess of tax cost over market value amounted to $90,313,  for
a net unrealized appreciation of $1,332,799.

5. DISTRIBUTIONS

     The Fund declares annual  distributions to shareholders from net investment
income,  if any, and from net realized capital gains, if any.  Distributions are
recorded by the Fund on the  ex-dividend  date and paid in additional  shares at
the net asset value per share,  in cash,  or in a  combination  of both,  at the
shareholder's  option. Due to differences  between financial statement reporting
and Federal income tax reporting  requirements,  distributions  made by the Fund
may not be the same as the Fund's net  investmen t income,  and/or net  realized
securities gains.

</PAGE>

<PAGE>

6. EXPENSES

     The Fund has  negotiated an expense offset  arrangement  with its custodian
wherein it receives credit toward the reduction of custodian fees and other Fund
expenses  whenever  there  are  uninvested  cash  balances.   The  Statement  of
Operations  reflects the total expenses before any offset,  the amount of offset
and the net expenses.  It is the general intention of the Fund to invest, to the
extent  practicable,  some or all of cash balances in equity  securities  rather
than leave cash on deposit.

7. PORTFOLIO ORIENTATION

     The  Fund's  investments  are  primarily  invested  in  the  securities  of
companies within the eight state Rocky Mountain region and therefore are subject
to economic and other conditions affecting the various states which comprise the
region.  Accordingly,  the  investment  performance  of the  Fund  might  not be
comparable with that of a broader universe of companies.

8. CAPITAL SHARE TRANSACTIONS

     Transactions in Capital Shares of the Fund were as follows:

<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED                           YEAR ENDED
                                              JUNE 30, 2000                         DECEMBER 31, 1999
                                        SHARES             AMOUNT               SHARES             AMOUNT
</CAPTION>
<S> <C>   <C>                           <C>              <C>                    <C>              <C>
CLASS A SHARES:
    Proceeds from shares sold            30,898          $  624,466               8,224          $  148,753
    Reinvested dividends and
          distributions                    -                  -                     563              11,161
    Cost of shares redeemed             (10,636)           (215,939)            (52,657)           (969,054)
          Net change                     20,262             408,527             (43,870)           (809,140)

CLASS C SHARES:
    Proceeds from shares sold             4,426              88,191                 500               9,565
    Reinvested dividends and
          distributions                    -                  -                      49                 940
    Cost of shares redeemed                (851)            (16,924)               (875)            (15,625)
          Net change                      3,575              71,267                (326)             (5,120)

CLASS Y SHARES:
    Proceeds from shares sold             2,183              43,750                  61               1,175
    Reinvested dividends and
          distributions                    -                  -                     555              11,061
    Cost of shares redeemed                -                  -                  (1,640)            (30,000)
          Net change                      2,183              43,750              (1,024)            (17,764)
Total transactions in Fund
          shares                         26,020          $  523,544             (45,220)         $ (832,024)
</TABLE>
</PAGE>



<PAGE>
                       AQUILA ROCKY MOUNTAIN EQUITY FUND
                              FINANCIAL HIGHLIGHTS
                                  (UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                                    CLASS A
                                                     SIX MONTHS
                                                       ENDED                      YEAR ENDED DECEMBER 31,
                                                      6/30/00        1999       1998       1997       1996       1995
</CAPTION>
<S> <C>                                               <C>           <C>        <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Period                   $19.96       $16.76     $17.89     $15.05     $13.13     $11.06

Income from Investment Operations:
    Net investment income (loss)                       (0.02)       (0.04)        -         0.01     (0.02)     (0.07)
    Net gain (loss) on securities (both realized
      and unrealized)                                    1.45         3.48     (0.96)       3.44       2.47       2.25

    Total from Investment Operations                     1.43         3.44     (0.96)       3.45       2.45       2.18

Less Distributions (note 5):
    Dividends from net investment income                  -            -       (0.01)        -          -       (0.01)
    Distributions from capital gains                      -         (0.24)     (0.16)     (0.61)     (0.53)     (0.10)

    Total Distributions                                   -         (0.24)     (0.17)     (0.61)     (0.53)     (0.11)

Net Asset Value, End of Period                         $21.39       $19.96     $16.76     $17.89     $15.05     $13.13

Total Return (not reflecting sales charge) (%)          7.16+        20.56     (5.31)      23.01      18.68      19.68

Ratios/Supplemental Data
    Net Assets, End of Period ($ thousands)             1,894        1,363      1,880      3,144      2,178      1,737
    Ratio of Expenses to Average Net Assets (%)         1.39*         1.55       1.74       1.58       1.55       2.03
    Ratio of Net Investment Income (Loss) to
      Average Net Assets (%)                          (0.23)*       (0.27)     (0.22)     (0.03)     (0.19)     (0.72)
    Portfolio Turnover Rate (%)                        14.96+         6.45      19.52      10.39      20.32      15.14

The expense and net investment income ratios without the effect of the
voluntary waiver of fees and the voluntary expense reimbursement were:

    Ratio of Expenses to Average Net Assets (%)         5.48*         5.86       4.74       6.48       8.79      10.36
    Ratio of Net Investment Income (Loss) to
      Average Net Assets (%)                          (4.33)*       (4.59)     (3.22)     (4.93)     (7.43)     (9.05)

The expense ratios after giving effect to the waivers, reimbursements and
expense offset for uninvested cash balances were:

    Ratio of Expenses to Average Net Assets (%)         1.32*         1.51       1.55       1.50       1.50       1.91
</TABLE>


Note:  Effective July 28, 1999,  Aquila Management  Corporation assumed the role
       of investment adviser, replacing KPM Investment Management, Inc.
</PAGE>



<PAGE>
                       AQUILA ROCKY MOUNTAIN EQUITY FUND
                        FINANCIAL HIGHLIGHTS (CONTINUED)
                                  (UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                            CLASS C                                      CLASS Y
                                          SIX MONTHS      YEAR ENDED          PERIOD    SIX MONTHS      YEAR ENDED         PERIOD
                                             ENDED       DECEMBER 31,          ENDED       ENDED       DECEMBER 31,         ENDED
                                            6/30/00  1999    1998    1997   12/31/96(1)   6/30/00  1999    1998    1997  12/31/96(1)
</CAPTION>
<S> <C>                                     <C>     <C>     <C>     <C>       <C>         <C>     <C>     <C>    >C>       <C>
Net Asset Value, Beginning of Period        $19.53  $16.53  $17.79  $15.07    $14.59      $20.07  $16.82  $17.91  $15.07   $14.59

Income from Investment Operations:
    Net investment income                   (0.09)  (0.19)  (0.16)  (0.11)      0.01        0.01  (0.01)    0.03    0.04     0.01
    Net gain on securities (both realized
      and unrealized)                         1.42    3.43  (0.93)    3.44      1.00        1.47    3.50  (0.95)    3.41     1.00

    Total from Investment Operations          1.33    3.24  (1.09)    3.33      1.01        1.48    3.49  (0.92)    3.45     1.01

Less Distributions (note 5):
    Dividends from net investment income       -       -    (0.01)     -         -           -       -    (0.01)     -        -
    Distributions from capital gains           -    (0.24)  (0.16)  (0.61)    (0.53)         -    (0.24)  (0.16)  (0.61)   (0.53)

    Total Distributions                        -    (0.24)  (0.17)  (0.61)    (0.53)         -    (0.24)  (0.17)  (0.61)   (0.53)

Net Asset Value, End of Period              $20.86  $19.53  $16.53  $17.79    $15.07      $21.55  $20.07  $16.82  $17.91   $15.07

Total Return (not reflecting sales
    charge) (%)                              6.81+   19.63  (6.07)   22.18     6.94+       7.37+   20.78  (5.08)   22.98    6.94+

Ratios/Supplemental Data
    Net Assets, End of Period
      ($ thousands)                            272     185     162       7         4       1,036     922     789     795      133
    Ratio of Expenses to Average Net
      Assets (%)                             2.13*    2.34    2.53    2.34     1.30*       1.17*    1.33    1.52    1.34    1.30*
    Ratio of Net Investment Income (Loss)
      to Average Net Assets (%)            (0.98)*  (1.10)  (1.07)  (0.78)     0.06*       0.00*  (0.09)  (0.01)    0.16    0.06*
    Portfolio Turnover Rate (%)             14.96+    6.45   19.52   10.39    20.32+      14.96+    6.45   19.52   10.39   20.32+

The expense and net investment income ratios without the effect of the
voluntary waiver of fees and the voluntary expense reimbursement were:

    Ratio of Expenses to Average Net
      Assets (%)                             6.26*    6.59    5.70    7.19     8.54*       5.34*    5.60    4.58    5.34    8.54*

    Ratio of Net Investment Income (Loss)
      to Average Net Assets (%)            (5.11)*  (5.35)  (4.23)  (5.63)   (7.18)*     (4.17)*  (4.36)  (3.07)  (3.84)  (7.18)*

The expense ratios after giving effect to the waivers, reimbursements and
expense offset for uninvested cash balances were:

    Ratio of Expenses to Average Net
      Assets (%)                             2.06*    2.30    2.33    2.26     1.25*       1.10*    1.30    1.32    1.27    1.25*
</TABLE>

(1)   For the period May 1, 1996 (commencement of operations)through December
      31, 1996.
+     Not annualized.
*     Annualized.
Note: Effective July 28, 1999, Aquila Management Corporation assumed the
      role of investment adviser, replacing KPM Investment Management, Inc.


See accompanying notes to financial statements.
</PAGE>


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