Capital Cash Management Trust
380 Madison Avenue, Suite 2300
New York, New York 10017
212-697-6666
Original Shares
Prospectus October 31, 2000
Capital Cash Management Trust consists of two separate
portfolios:
Capital Cash Management Trust (the "Cash Fund") is a general
purpose money-market mutual fund which invests in short-term
"money-market" securities.
Capital Cash U.S. Government Securities Trust (the
"Government Securities Fund") is a money-market mutual fund which
invests in short-term direct obligations of the United States
Treasury, in other obligations issued or guaranteed by agencies
or instrumentalities of the United States Government and in
certain repurchase agreements secured by U.S. government
securities.
For purchase, redemption or account inquiries contact
the Funds' Shareholder Servicing Agent:
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
Call 800-952-6666 toll free
For general inquiries & yield information,
Call 800-227-4638 toll free or 212-697-6666
The Securities and Exchange Commission has not approved or
disapproved the Funds' securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a criminal
offense.
<PAGE>
The Cash Fund: Objective, Investment Strategies, Main Risks
"What is the Cash Fund's objective?"
The objective of the Cash Fund is to achieve a high level of
current income, stability and liquidity for investors' cash
assets by investing in a diversified portfolio of short-term
"money-market" securities meeting specific quality standards.
"What are the Cash Fund's investment strategies?"
The Cash Fund seeks to attain this objective by investing in
short-term money-market securities denominated in U.S. dollars
that are of high quality and present minimal credit risks.
Under the current management policies, the Cash Fund invests
only in the following types of obligations:
(1) U.S. government securities or obligations guaranteed by
the U.S. government or its agencies or instrumentalities.
(2) Bank obligations and instruments secured by them.
("Banks" includes commercial banks, savings banks and savings and
loan associations.)
(3) Short-term corporate debt known as "commercial paper."
(4) Corporate debt obligations (for example, bonds and
debentures). Debentures are a form of unsecured corporate debt.
(5) Variable amount master demand notes which are repayable
on not more than 30 days' notice.
(6) Repurchase agreements.
The Cash Fund seeks to maintain a net asset value of $1.00
per share.
In general, not more than 5% of the Cash Fund's net assets
can be invested in the securities of any issuer.
The dollar weighted average maturity of the Cash Fund will
be 90 days or less and the Cash Fund may buy only those
instruments that have a remaining maturity of 397 days or less.
Securities the Cash Fund buys must present minimal credit
risks and at the time of purchase be rated in the two highest
rating categories for short-term securities by any two of the
nationally recognized statistical rating organizations
("NRSROs"); if they are unrated, they must be determined by the
Board of Trustees to be of comparable quality. Some securities
may have third-party guarantees to meet these rating
requirements.
STCM Management Company, Inc. (the "Adviser") seeks to
develop an appropriate portfolio by considering the differences
among securities of different issuers, yields, maturities and
market sectors.
The Cash Fund may change any of its management policies
without shareholder approval.
"What are the main risks of investing in the Cash Fund?"
Although the Cash Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by
investing in the Cash Fund.
Investment in the Cash 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.
Because variable amount master demand notes are direct
lending arrangements between the lender and borrower, it is not
generally contemplated that they will be traded, and there is no
secondary market for them. Variable amount master demand notes
repayable in more than seven days are securities which are not
readily marketable, and fall within the Cash Fund's overall 10%
limitation on securities which are illiquid. These notes are also
subject to credit risk.
Repurchase agreements involve some risk to the Cash Fund if
the other party does not fulfill its obligations under the
agreement.
The value of money-market instruments tends to fall if
prevailing interest rates rise.
Corporate bonds and debentures are subject to interest rate
and credit risks.
Interest rate risk relates to fluctuations in market value
arising from changes in interest rates. If interest rates rise,
the value of debt securities will normally decline. All
fixed-rate debt securities, even the most highly rated, are
subject to interest rate risk. Credit risk relates to the ability
of the particular issuers of the obligations the Cash Fund owns
to make periodic interest payments as scheduled and ultimately
repay principal at maturity.
Investments in foreign banks and foreign branches of United
States banks involve certain risks. Foreign banks and foreign
branches of domestic banks may not be subject to regulations that
meet U.S. standards. Investments in foreign banks and foreign
branches of domestic banks may also be subject to other risks,
including future political and economic developments, the
possible imposition of withholding taxes on interest income, the
seizure or nationalization of foreign deposits and the
establishment of exchange controls or other restrictions.
<PAGE>
<TABLE>
<CAPTION>
CAPITAL CASH MANAGEMENT TRUST - ORIGINAL SHARES
CASH FUND
RISK/RETURN BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide an indication of the
risks of investing in the Cash Fund's Original Shares by showing
changes in the Cash Fund's performance from year-to-year over a
10-year period and by showing the Cash Fund's average annual
returns for one, five, ten years and since inception. How the
Cash Fund has performed in the past is not necessarily an
indication of how the Cash Fund will perform in the future.
[Bar Chart]
Annual Total Returns (Original Shares)
1990-1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10%
8% 7.93
XXXX
6% XXXX 5.77
XXXX XXXX 5.57 5.16 5.23 4.79
4% XXXX XXXX 3.61 3.94 XXXX 5.02 XXXX XXXX XXXX
XXXX XXXX XXXX 2.94 XXXX XXXX XXXX XXXX XXXX XXXX
2% XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
0% XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Years
During the 10-year period shown in the bar chart, the highest
return for a quarter was 1.95% (quarter ended June 30, 1990) and
the lowest return for a quarter was 0.72% (quarter ended June 30,
1993).
The year-to-date (from January 1, 2000 to September 30, 2000)
total return was 4.42%.
Average Annual Total Return
For the period ended
December 31, 1999
Since
1 Year 5 Years 10 Years Inception
Capital Cash
Management Trust - Original Shares
4.79% 5.16% 4.99% 7.09%*
* From commencement of operations on July 8, 1974.
Please call (800) 227-4638 toll free to obtain the Cash Fund's
most current seven-day yield.
</TABLE>
<PAGE>
CAPITAL CASH MANAGEMENT TRUST
CASH FUND
ORIGINAL SHARES
FEES AND EXPENSES
<TABLE>
<CAPTION>
This table describes the fees and expenses that you may pay if
you buy and hold Original Shares of the Cash Fund.
<S> <C> <C>
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases.........................0.00%
Maximum Deferred Sales Charge (Load).........0.00%
Maximum Sales Charge (Load) Imposed
on Reinvested Dividends......................0.00%
Redemption Fees..............................0.00%
Exchange Fees................................0.00%
Annual Fund Operating Expenses (expenses that are
deducted from the Fund's assets)
Management Fee (1)...........................0.20%
Distribution
and/or Service (12b-1) Fee...................0.00%
All Other Expenses:
Administration Fee.(1)................0.15%
Other Expenses........................4.79%
Total All Other Expenses....................4.94%
Total Annual Fund Operating Expenses(2)......5.14%
<FN>
(1) Undertakings by the Investment Adviser and the Administrator
to waive their fees, and by the Administrator to reimburse
expenses, limit the annual expenses of the Fund to 0.60 of 1% of
average annual net assets in any fiscal year; the Administrator's
undertakings may be cancelled or modified upon six months'
notice. These fee waivers and expense reimbursements may reduce
the fees and expenses of the Fund, thereby helping to maintain a
competitive yield. The Administrator's undertakings do not apply
to payments under the Distribution Plan and the Shareholder
Services Plan applicable to the Service Shares class.
</FN>
<FN>
(2) Total operating expenses of the Original Shares of the Cash
Fund for the fiscal year ended June 30, 2000 were 0.40% of
average annual net assets because of the undertakings described
in note 1 and additional, voluntary, expense reimbursements by
the Administrator. Voluntary fee waivers and expense
reimbursements may be terminated at any time, although it is
expected that they will continue as necessary at least until June
30, 2001 so that total expenses for Original Shares will not
exceed 0.40% for the fiscal year ending on that date.
</FN>
Example
This Example is intended to help you compare the cost of
investing in the Original Shares of the Cash Fund with the cost
of investing in other mutual funds.
The Example assumes that you invest $10,000 in Original Shares of
the Cash 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, that you
reinvest all dividends and distributions, and that the Cash
Fund's operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your
costs would be:
1 year 3 years 5 years 10 years
$514 $1,539 $2,561 $5,104
</TABLE>
<PAGE>
The Government Securities Fund: Objective, Investment Strategies,
Main Risks
"What is the Government Securities Fund's objective?"
The objective of the Government Securities Fund is to
provide safety of principal while achieving as high a level as
possible of liquidity and of current income.
"What are the Government Securities Fund's investment
strategies?"
The Government Securities Fund seeks to attain this
objective by investing only in short-term direct obligations of
the United States Treasury, in other obligations issued or
guaranteed by agencies or instrumentalities of the United States
Government (with remaining maturities of one year or less) and in
certain repurchase agreements secured by U.S. government
securities.
Under the current management policies, the Government
Securities Fund invests only in the following types of
obligations:
U. S. Treasury Obligations
The U.S. Treasury issues various types of marketable
securities, consisting of bills, notes, bonds, and certificates
of indebtedness, which are all direct obligations of the U.S.
government backed by its "full faith and credit" and which differ
primarily in the length of their maturity. The Fund may also
invest in separately traded principal and interest components of
securities issued by the United States Treasury. The principal
and interest components of selected securities are traded
independently under the Separate Trading of Registered Interest
and Principal of Securities program ("STRIPS"). Under the STRIPS
program, the principal and interest components are individually
numbered and separately issued by the U.S. Treasury at the
request of depository financial institutions, which then trade
the component parts independently. These instruments may
experience more market volatility than regular treasury
securities.
Other U.S. Government Securities
U.S. government agencies and instrumentalities that issue or
guarantee securities include, but are not limited to, the Farmers
Home Administration, Federal Farm Credit System, Federal Home
Loan Banks, Federal Home Loan Mortgage Corporation, Federal
Housing Administration, Federal National Mortgage Association,
Financing Corporation, Government National Mortgage Association,
Resolution Funding Corporation, Small Business Administration,
Student Loan Marketing Association and the Tennessee Valley
Authority.
Securities issued or guaranteed by U.S. government agencies
and instrumentalities are not always supported by the full faith
and credit of the United States. Some, such as securities issued
by the Federal Home Loan Banks, are backed by the right of the
agency or instrumentality to borrow from the U.S. Treasury.
Others, such as securities issued by the Federal National
Mortgage Association, are supported only by the credit of the
instrumentality and not by the U.S. Treasury. If the securities
are not backed by the full faith and credit of the United States,
the owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to
assert a claim against the United States in the event that the
agency or instrumentality does not meet its commitment. The
Government Securities Fund will invest in government securities,
including securities of agencies and instrumentalities, only if
the Adviser (pursuant to procedures approved by the Board of
Trustees) is satisfied that these obligations present minimal
credit risks.
Repurchase Agreements
The Government Securities Fund may purchase securities
subject to repurchase agreements provided that such securities
are U.S. government securities. 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 Government Securities Fund.
The Government Securities Fund seeks to maintain a net asset
value of $1.00 per share.
The dollar weighted average maturity of the Government
Securities Fund will be 90 days or less and the Government
Securities Fund may buy only those instruments that have a
remaining maturity of 397 days or less.
Securities the Government Securities Fund buys must present
minimal credit risks and at the time of purchase be rated in the
two highest rating categories for short-term securities by any
two of the NRSROs or, if they are unrated, be determined by the
Board of Trustees to be of comparable quality. Some securities
may have third-party guarantees to meet these rating
requirements.
The Adviser seeks to develop an appropriate portfolio by
considering the differences in yields among securities of
different issuers, maturities and market sectors.
The Government Securities Fund will purchase only those
issues that will enable it to achieve and maintain the highest
rating for a mutual fund by two NRSROs. There is no assurance
that it will be able to maintain such rating. As a result of this
policy, the range of obligations in which the Government
Securities Fund can invest is reduced and the yield obtained on
such obligations may be less than would be the case if this
policy were not in force.
The Government Securities Fund may change any of its
management policies without shareholder approval.
"What are the main risks of investing in the Government
Securities Fund?"
Although the Government Securities Fund seeks to preserve
the value of your investment at $1.00 per share, it is possible
to lose money by investing in the Government Securities Fund.
Investment in the Government Securities 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.
Repurchase agreements involve some risk to the Government
Securities Fund if the other party does not fulfill its
obligations under the agreement.
The value of money-market instruments tends to fall if
prevailing interest rates rise.
There is no performance chart for the Government Securities
Fund because its shares were first offered on November 1, 1999
and none have been outstanding for a full calendar year on the
date of this Prospectus.
<PAGE>
<TABLE>
<CAPTION>
CAPITAL CASH MANAGEMENT TRUST
GOVERNMENT SECURITIES FUND
ORIGINAL SHARES
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if
you buy and hold Original Shares of the Government Securities
Fund.
<S> <C> <C>
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases........................ 0.00%
Maximum Deferred Sales Charge (Load)........ 0.00%
Maximum Sales Charge (Load) Imposed
on Reinvested Dividends..................... 0.00%
Redemption Fees............................. 0.00%
Exchange Fees............................... 0.00%
Annual Fund Operating Expenses (expenses that are
deducted from the Fund's assets)
Management Fee (1).......................... 0.20%
Distribution
and/or Service (12b-1) Fee.................. 0.00%
All Other Expenses:
Administration Fee (1)................0.15%
Other Expenses........................2.30%
Total All Other Expenses................... 2.45%
Total Annual Fund Operating Expenses........ 2.65%
<FN>
(1) Undertakings by the Investment Adviser and the Administrator
to waive their fees, and by the Administrator to reimburse
expenses, limit the annual expenses of the Fund to 0.60 of 1% of
average annual net assets in any fiscal year; the Administrator's
undertakings may be cancelled or modified upon six months'
notice. These fee waivers and expense reimbursements may reduce
the fees and expenses of the Fund, thereby helping to maintain a
competitive yield. The Administrator's undertaking to reimburse
expenses does not apply to payments under the Distribution Plan
and the Shareholder Services Plan applicable to the Service
Shares class.
</FN>
<FN>
(2) Total operating expenses of the Original Shares of the Cash
Fund for the fiscal year ended June 30, 2000 were 0.40 of 1% of
average annual net assets because of the undertakings described
in note 1 and additional, voluntary, expense reimbursements by
the Administrator. Voluntary fee waivers and expense
reimbursements may be terminated at any time, although it is
expected that they will continue as necessary at least until June
30, 2001 so that total expenses for Original Shares will not
exceed 0.40% for the fiscal year ending on that date.
</FN>
Example
This Example is intended to help you compare the cost of
investing in the Government Securities Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in Original Shares of
the Government Securities 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:
1 year 3 years 5 years 10 years
$268 $823 $1,405 $2,983
</TABLE>
<PAGE>
Management of the Funds
"How are the Funds managed?"
STCM Management Company Inc., 380 Madison Avenue, Suite
2300, New York, NY 10017 (the "Adviser") is the investment
adviser for each of the Funds. Under the Advisory Agreements, the
Adviser provides for investment supervision including supervising
continuously the investment program of each Fund and the
composition of its portfolio; determining what securities will be
purchased or sold by each Fund; arranging for the purchase and
the sale of securities held in the portfolio of each Fund; and,
at the Adviser's expense, pricing of each Fund's portfolio daily.
Aquila Management Corporation, 380 Madison Avenue, Suite
2300, New York, NY 10017, the Administrator, is responsible for
administrative services, including providing for the maintenance
of the headquarters of the Funds, overseeing relationships
between the Funds and the service providers to the Funds,
maintaining the Funds' books and records and providing other
administrative services.
During the fiscal year ended June 30, 2000, the Cash Fund
and the Government Securities Fund each accrued advisory fees
(0.20 of 1%) and administration fees (0.15 of 1%) at the total
annual rate of 0.35 of 1% of their respective average annual net
assets. All of these fees were waived.
Information about the Adviser and the Administrator
The Adviser has acted as investment adviser for the Cash
Fund from since 1992 and for the Government Securities Fund since
1999. The Funds' Administrator is founder and Administrator
and/or Manager to the Aquilasm Group of Funds, which consists of
tax-free municipal bond funds, money-market funds and equity
funds. As of August 31, 2000, these funds had aggregate assets of
approximately $3.1 billion, of which approximately $1.4 billion
consisted of assets of the money-market funds. The Administrator,
which was founded in 1984, is controlled by Mr. Lacy B. Herrmann,
directly, through a trust and through share ownership by his
wife.
The Administrator has agreed that it will provide funding to
the Adviser as necessary to cover operating expenses and other
financial commitments and will make available personnel, office
space and equipment support to the Adviser at no charge. As a
result of these arrangements, the Adviser currently incurs no
costs for salaries, rent or equipment. It is anticipated that
these arrangements will remain in place until the Funds achieve
sufficient size so that it is no longer necessary for the Adviser
to waive its fees or for the Funds' expenses to be reimbursed. If
these arrangements are discontinued, the Prospectus will be
supplemented. Certain officers of the Administrator are also
officers of the Adviser.
Net Asset Value per Share
The net asset value per share for each class of each
Fund's shares is determined as of 4:00 p.m. New York time on each
day that the New York Stock Exchange and the Custodian are open
(a "Business Day") by dividing the value of the net assets of the
Fund allocable to the class (i.e., the value of the assets less
liabilities) by the total number of shares of that class of the
Fund then outstanding. The price at which a purchase or
redemption of shares is effected is the net asset value next
calculated after your purchase or redemption order is received in
proper form.
The net asset value per share will normally remain constant
at $1.00 per share except under extraordinary circumstances. The
net asset value per share is based on a valuation of each Fund's
investments at amortized cost.
The New York Stock Exchange is normally not open on the
following days: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. However, the
Exchange may close on other days as well. In addition, the
Custodian is not open on Columbus Day and Veterans Day.
Purchases
Opening an Account
To open a new Original Shares account, you must send a
properly completed application to PFPC Inc. (the "Agent"). The
Funds will not honor redemption of shares purchased by wire
payment until a properly completed application has been received
by the Agent. The minimum initial investment is $1,000.
Subsequent investments may be in any amount.
Original Shares are offered solely to (1) institutions, for
their own account or acting for investors in a fiduciary, agency,
investment advisory or custodial capacity; (2) persons entitled
to exchange into such shares under the Funds' exchange privilege;
(3) shareholders of record on November 1, 1999, the date on which
the Funds first offered two classes of shares; and (4) members of
entities, including membership organizations and associations of
common interest, which render assistance in servicing of
shareholder accounts or in consulting or otherwise cooperating as
to their members or others in their area of interest and which
have entered into agreements with the Distributor under a Fund's
Distribution Plan.
You can make investments in Original Shares in any of these
three ways:
1. By Mail. You can make payment by check, money order,
Federal Reserve Draft or other negotiable bank draft drawn
in United States dollars on a United States commercial or
savings bank or credit union (each of which is a "Financial
Institution") payable to the order of Capital Cash
Management Trust or Capital Cash U.S. Government Securities
Trust, as the case may be, and mailed to:
(Specify the name of the Fund)
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
2. By Wire. You can wire Federal Funds (monies credited to a
bank's account with a Federal Reserve Bank) to PNC Bank, NA.
To insure prompt and proper crediting to your account, if
you choose this method of payment, you should first telephone the
Agent (800-952-6666 toll free) and then instruct your bank to
wire funds as indicated below for the appropriate Fund:
the Cash Fund:
PNC BANK, NA
Philadelphia, PA
ABA No. 0310-0005-3
Account No. 85-0216-4765
FFC: Capital Cash Management Trust
Original Shares
the Government Securities Fund:
PNC BANK, NA
Philadelphia, PA
ABA No. 0310-0005-3
Account No. 86-1282-3418
FFC: Capital Cash U.S. Government Securities Trust
Original Shares
In addition you should supply:
Account name and number (if an existing account)
The name in which the investment is to be registered (if a
new account)
Your bank may impose a charge for wiring funds.
3. Through Brokers. If you wish, you may invest in the Funds
by purchasing shares through registered broker-dealers.
The Funds impose no sales or service charge, although
broker-dealers may make reasonable charges to their customers for
their services. The services to be provided and the fees therefor
are established by each broker-dealer acting independently;
broker-dealers may establish, as to accounts serviced by them,
higher initial or subsequent investment requirements than those
required by the Funds. Broker-dealers are responsible for prompt
transmission of orders placed through them.
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
the appropriate Fund. the appropriate Fund.
* Complete the application * Fill out the pre-printed
included with the Prospectus, stub attached
indicating the features to each Fund's confirmations
you wish to authorize. 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 account information
to your dealer or
to your dealer or to the Funds' Agent, PFPC
to the Funds' Agent, PFPC Inc., or
Inc., or
* Wire funds as described above. * Wire funds as described
above.
Be sure to supply the name(s) of account owner(s), the account
number, the name of the Fund.
"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 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. The Funds
may modify or terminate these investment methods or charge a
service fee, upon 30 days' written notice to shareholders.
When Shares are Issued and Dividends are Declared on Them
The Funds issue shares two ways.
First Method - ordinary investments. You will be paid
dividends starting on the day (whether or not a Business Day)
after the first Business Day on which your purchase order has
been received in proper form and funds have become available for
investment. You will be paid a dividend on the day on which your
shares are redeemed.
"When will funds be available so that my order will become
effective?"
The Funds must have payment for your purchase available for
investment before 4:00 p.m. New York time on a Business Day for
your order to be effective on that Business Day. Your order is
effective and you will receive the next determined net asset
value per share depending on the method of payment you choose, as
follows.
Payment Method When will an order When will an order
received before received after
4:00 p.m. on a 4:00 p.m. on a
Business Day Business Day
be deemed be deemed
effective? effective?
By wire in
Federal Funds or
Federal Reserve
Draft That day Next Business Day
By wire not
in Federal Funds 4:00 p.m. on the 4:00 p.m. on the
Business Day Business Day
converted to converted to
Federal Funds Federal Funds
(normally the (normally the
next Business next Business
Day) Day)
By check 4:00 p.m. on the 4:00 p.m. on the
Business Day Business Day
converted to converted to
Federal Funds Federal Funds
(normally (normally
two Business two Business
Days for checks Days for checks
on banks in the on banks in the
Federal Reserve Federal Reserve
System, longer System, longer
for other banks) for other banks)
Automatic
Investment The day you specify;
if it is not a
Business Day, on the
next Business Day
Telephone
Investment That day Next Business Day
All checks are accepted subject to collection at full face
value in United States funds and must be drawn in United States
dollars on a United States bank; if not, shares will not be
issued. (The Agent will convert wires and checks to Federal Funds
as your agent.)
Second Method- For broker-dealers or banks which have
requested that this method be used, to which request a Fund has
consented. You will be paid dividends starting on the day on
which your purchase order has been received in proper form and
funds have become available for investment. You will not be paid
a dividend on the day on which your shares are redeemed.
"When will my order be effective under the Second Method?"
Your purchase order is effective and your funds are
deemed available for investment on that day if
(i) you advise the Agent before 1:00 p.m. New York time on a
Business Day of a dollar amount to be invested in the Cash Fund
or Government Securities Fund; and
(ii) Your payment in Federal Funds is received by wire on
that day.
The second investment method is available to prospective
investors in shares of a Fund who wish to use it so that the
dividends on their shares will commence to be declared on the day
the purchase order is effective. Upon written or phone request
the Funds will advise you as to the broker-dealers or banks
through which such purchases may be made.
The Agent will maintain records as to which of your
shares were purchased under each of the two investment methods
set forth above. If you make a redemption request and have
purchased shares under both methods, the Agent will, unless you
request otherwise redeem those shares first purchased, regardless
of the method under which they were purchased.
Under each method, shares are issued at the net asset
value per share next determined after the purchase order is
received in proper form. Under each method, the application must
be properly completed and have been received and accepted by the
Agent; the Funds or the Distributor may also reject any purchase
order. Under each method, Federal Funds (see above) must either
be available to the Funds or the payment thereof must be
guaranteed to the Funds so that the Funds can be as fully
invested as practicable.
Transfer on Death ("TOD") Registration
The Funds generally permit "transfer on death" ("TOD")
registration of shares, so that on the death of the shareholder
the shares are transferred to a designated beneficiary or
beneficiaries. Ask the Agent or your broker-dealer for the
Transfer on Death Registration Request Form. With it you will
receive a copy of the TOD Rules of the Aquilasm Group of Funds,
which specify how the registration becomes effective and
operates. By opening a TOD Account, you agree to be bound by the
TOD Rules.
Redeeming Your Investment
You may redeem some or all of your shares by a request to
the Agent. Shares will be redeemed at the next net asset value
determined after your request has been received in proper form.
There is no minimum period for investment in the Funds,
except for shares recently purchased by check or by Automatic or
Telephone Investment as discussed below.
How to Redeem Your Investment
By mail, send instructions to:
PFPC Inc.
Attn: Aquilasm Group of Funds
400 Bellevue Parkway
Wilmington, Delaware 19809
By telephone, call:
800-952-6666 toll-free
By FAX, send instructions to: 302-791-3055
For liquidity and convenience, the Funds offer 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(s) registered to the account
personal identification
Note: Check the accuracy of your confirmation statements
immediately. The Funds, 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 Funds'
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.
3. By Check. The Agent will, upon request, provide you
with forms of drafts ("checks") drawn on PNC Bank, NA (the
"Bank"). This feature is not available if your shares are
represented by certificates. These checks represent a
further alternative redemption means and you may make them
payable to the order of anyone in any amount of not less
than $100. You will be subject to the Bank's rules and
regulations governing its checking accounts. If the account
is registered in more than one name, each check must be
signed by each account holder exactly as the names appear on
the account registration, unless expressly stated otherwise
on your application.
There is no charge for the maintenance of this special check
writing privilege or for the clearance of any checks.
When such a check is presented to the Bank for payment, a
sufficient number of full and fractional shares in your account
will be redeemed to cover the amount of the check. This check
writing redemption procedure enables you to continue receiving
dividends on those shares equaling the amount being redeemed by
check until such time as the check is actually presented to the
Bank for payment.
Because these checks are paid by redemption of shares in
your account, you should be certain that adequate shares are in
the account to cover the amount of the check. If insufficient
redeemable shares are in the account, the redemption check will
be returned marked "insufficient funds." The fact that redemption
checks are drafts may also permit a bank in which they are
deposited to delay crediting the account in question until that
bank has received payment funds for the redemption check. Note:
You cannot use checks to redeem shares represented by
certificates. If you purchase shares by check, you cannot use
checks to redeem them until 15 days after your purchase.
You may not present checks directly to any branch of the
Bank. This does not affect checks used for the payment of bills
or cashed at other banks. You may not use checks to redeem the
entire balance of your account, since the number of shares in
your account changes daily through dividend payments which are
automatically reinvested in full and fractional shares. Only
expedited redemption to a predesignated bank account or the
regular redemption method (see below) may be used when closing
your account.
Multiple Redemption Services. You are not limited in choice
of redemption methods but may utilize all available forms.
However, when both redemption to a predesignated Financial
Institution account and check writing are desired, you must so
elect on your Application, or by proper completion of a Ready
Access Features Form.
Regular Redemption Method
(Certificate and Non-Certificate Shares)
Certificate Shares. Mail to the Funds' Agent: (1) blank
(unsigned) certificates for Original Shares to be redeemed, (2)
redemption instructions, and (3) a stock assignment form.
To be in "proper form," items (2) and (3) 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(s), 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"), the 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 Funds'
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 a 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, as shown below, to
your address of record on the next business day following receipt
of your redemption request in proper form. Except as described
below, the Funds will send payments within 7 days.
Redemption Method of Payment Charges
Under $1,000 Check None
$1,000 or more Check or, if and as None
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 Funds do not currently intend to, either Fund
may impose a charge, not exceeding $5.00 per wire redemption,
after written notice to shareholders who have elected this
redemption procedure. Neither Fund has any present intention of
making this charge. Upon 30 days' written notice to shareholders,
either 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 currently contemplated. If
any such changes are made, the Prospectus will be supplemented to
reflect them. If you use a broker or dealer to arrange for a
redemption, you may be charged a fee for this service.
You can eliminate possible delays by paying for purchased
shares with wired funds or Federal Reserve drafts.
The Funds have the right to postpone payment or suspend
redemption rights during certain periods. These periods may occur
(i) when the Exchange is closed for other than weekends and
holidays, (ii) when the Securities and Exchange Commission (the
"SEC") restricts trading on the 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.
Payment for redemption by any method (including redemption
by check) of Original Shares recently purchased by check
(irrespective of whether the check is a regular check or a
certified, cashier's or official bank check) or by Automatic
Investment or Telephone Investment may be delayed up to 15 days
or until (i) the purchase check or Automatic Investment or
Telephone Investment has been honored or (ii) the Agent has
received assurances by telephone or in writing from the bank on
which the purchase check was drawn or from which the funds for
Automatic Investment or Telephone Investment were transferred,
satisfactory to the Agent and the Fund, that the purchase check
or Automatic Investment or Telephone Investment will be honored.
Original Shares so purchased within the prior 15 days will not be
redeemed under the check writing redemption procedure and a
shareholder must not write a check if (i) it will be presented to
the Bank for payment within 15 days of a purchase of Original
Shares by check and (ii) the redemption check would cause the
redemption of some or all of those shares.
Either 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
("redemption in kind") by distribution of a Fund's portfolio
securities in conformity with SEC rules. This method would only
be used if the Trustees determine that payments partially or
wholly in cash would be detrimental to the best interests of the
remaining shareholders.
"Is there an Automatic Withdrawal Plan?"
Yes. Under an Automatic Withdrawal Plan you can arrange to
receive a monthly or quarterly check in a stated amount, not less
than $50.
Distribution Arrangements
Confirmations and Share Certificates
A statement will be mailed to you confirming each purchase
of shares in a Fund. Accounts are rounded to the nearest 1/1000th
of a share. The Funds will not issue share certificates unless
you so request from the Agent in writing and declare a need for
such certificates, such as a pledge of shares or an estate
situation. If you have certificates issued, Expedited Redemption
Methods described above will not be available and delay and
expense may be incurred if you lose the certificates. The Funds
will not issue certificates for fractional shares or to
shareholders who have elected the checking account or
predesignated bank account methods of withdrawing cash from their
accounts.
The Funds 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.
Distribution Plan
Each Fund has adopted a Distribution Plan under Rule 12b-1
("Rule 12b-1") under the 1940 Act.
Rule 12b-1 provides in substance that an investment company
may not engage directly or indirectly in financing any activity
which is primarily intended to result in the sale of its shares
except pursuant to a plan adopted under that rule. One section of
the first part of the Distribution Plan of each Fund is designed
to protect against any claim against or involving the Fund that
some of the expenses which the Fund pays or may pay come within
the purview of Rule 12b-1. Another section of the first part of
the Distribution Plan authorizes Aquila Management Corporation
(the "Administrator"), not the Fund, to make payments to a class
of entities, including membership organizations and associations
of common interest, which render assistance in servicing of
shareholder accounts or in consulting or otherwise cooperating as
to their members or others in their area of interest at the
annual rate of a maximum of 0.10 of 1% of the average annual net
assets of the Fund.
Each Distribution Plan has other provisions that relate to
payments in connection with the Fund's Service Shares Class. None
of such payments are made from assets represented by Original
Shares of a Fund.
Dividends
The Funds will declare all of their net income for
dividend purposes daily as dividends. If you redeem all of your
shares, you will be credited on the redemption payment date with
the amount of all dividends declared for the month through the
date of redemption, or through the day preceding the date of
redemption in the case of shares issued under the "second"
method.
You will receive monthly a summary of your account,
including information as to dividends paid during the month and
the shares credited to your account through reinvestment of
dividends.
Dividends paid by each Fund with respect to Service Shares
(the Fund's other class of shares) and Original Shares will be
calculated in the same manner, at the same time, on the same day,
and will be in the same amount except that any class expenses
(including any payments made by Service Shares under the
Distribution Plan or the Shareholder Services Plan for Service
Shares) will be borne exclusively by that class. Dividends on
Original Shares are expected generally to be higher than those on
Service Shares because expenses allocated to Service Shares will
generally be higher.
Dividends will be taxable to you as ordinary income, even
though reinvested. Statements as to the tax status of your
dividends will be mailed annually.
It is possible but unlikely that a Fund may have realized
long-term capital gains or losses in a year.
Dividends of each Fund will automatically be reinvested in
full and fractional shares of the same class at net asset value
unless you elect otherwise.
You may choose to have all or any part of the payments for
dividends paid in cash. You can elect to have the cash portion of
your dividends deposited, without charge, by electronic funds
transfers into your account at a financial institution, if it is
a member of the Automated Clearing House.
You can make any of these elections on the Application, by a
Ready Access Features Form or by a letter to the Agent. Your
election to receive some or all of your dividends in cash will be
effective as of the next payment of dividends after it has been
received in proper form by the Agent. It will continue in effect
until the Agent receives written notification of a change.
All shareholders, whether their dividends are received in
cash or reinvested, will receive a monthly statement indicating
the current status of their account.
If you do not comply with laws requiring you to furnish
taxpayer identification numbers and report dividends, the Funds
may be required to impose backup withholding at a rate of 31%
upon payment of redemptions and dividends.
<PAGE>
<TABLE>
<CAPTION>
The table shown below is for Original Shares of the Cash Fund Only. No
Original Shares of the Government Securities Fund were outstanding.
CAPITAL CASH MANAGEMENT TRUST
ORIGINAL SHARES
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
The financial highlights table is intended to help you understand the
Fund's financial performance for the periods shown. Certain
information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would
have earned or lost on an investment in Original Shares of the Fund
(assuming reinvestment of all dividends and distributions). This
information has been audited by KPMG LLP, whose report, along with the
Fund's financial statements, is included in the annual report, is
incorporated by reference into the SAI and is available upon request.
Year ended June 30,
2000 1999 1998 1997 1996
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning
of Period......... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
Income from
Investment Operations:
Net investment
income............ 0.0524 0.0473 0.0521 0.0489 0.0518
Less Distributions:
Dividends from net
investment income. (0.0524) (0.0473) (0.0521) (0.0489) (0.0518)
Net Asset Value,
End of Period...... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
Total Return(%).... 5.37 4.84 5.33 5.00 5.29
Ratios/Supplemental
Data
Net Assets, End of Period
($ in thousands).. 1,699 1,616 1,613 1,435 1,765
Ratio of Expenses
to Average Net
Assets (%)........ 0.41 0.41 0.40 0.41 0.41
Ratio of Net Investment
Income to Average
Net Assets %...... 5.24 4.72 5.21 4.88 5.16
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 expense reimbursement were:
Ratio of Expenses
to Average Net
Assets(%)....... 5.14 3.51 5.14 6.48 5.74
Ratio of Net Investment
Income(Loss) to
Average Net
Assets(%)....... 0.50 1.62 0.47 (1.19) (0.17)
The expense ratios after giving effect to the waivers, expense
reimbursement and expense offset for uninvested cash balances were:
Ratio of Expenses to
Average Net
Assets(%)........ 0.40 0.40 0.40 0.40 0.40
Unaudited: The "current yield" for the seven days ended June 30,
2000 was 6.21% and its "compounded effective yield" for that period
was 6.41%. Current yield is net income over a stated seven-day period
annualized, and is shown as a percentage. Effective yield is
calculated similarly, but, when annualized, the income earned is
assumed to be reinvested, which gives effect to compounding.
</TABLE>
<PAGE>
Application for
Capital Cash Management Trust - Original Shares
Please complete steps 1 through 4 and mail to:
PFPC Inc.
400 Bellevue Parkway, Wilmington, DE 19809
1-800-952-6666
STEP 1
A. ACCOUNT REGISTRATION
___Individual Use line 1
___Joint Account* Use lines 1&2
___For a Minor Use line 3
___For Trust, Corporation,
Other Organization or
any Fiduciary capacity
Use line 4
* Joint accounts will be joint
tenants with rights of survivorship
unless otherwise specified.
** Uniform Gifts/Transfers
to Minors Act.
Please type or print name(s) exactly as account is to be registered
1._____________________________________________________________________
First Name Middle Initial Last Name Social Security Number
2._____________________________________________________________________
First Name Middle Initial Last Name Social Security Number
3._____________________________________________________________________
Custodian's First Name Middle Initial Last Name
Custodian for_________________________________________________________
Minor's First Name Middle Initial Last Name
Under the________________ UGTMA**_____________________________________
Name of State Minor's Social Security Number
4._____________________________________________________________________
_____________________________________________________________________
(Name of corporation or organization. If a trust, include the name(s)
of trustees in which account will be registered and the name and date
of the trust instrument. An account for a pension or profit sharing
plan or trust may be registered in the name of the plan or trust
itself.)
______________________________________________________________________
Tax I.D. Number Authorized Individual Title
B. MAILING ADDRESS AND TELEPHONE NUMBER
______________________________________________________________________
Street or PO Box City
_________________________________ (____)__________________________
State Zip Daytime Phone Number
Occupation:______________________ Employer:__________________________
Employer's Address:___________________________________________________
Street Address: City State Zip
Citizen or resident of: ___ U.S. Other___ ______ Check here ___ if you
are a non-U.S. citizen or resident and not subject to back-up
withholding (See certification in Step 4, Section B, below.)
C. INVESTMENT DEALER OR BROKER:
(Important - to be completed by dealer or broker)
________________________________ _________________________________
Dealer Name Branch Number
________________________________ _________________________________
Street Address Rep.Number/Name
________________________________ (_______)________________________
City State Zip Area Code Telephone
STEP 2
PURCHASES OF SHARES
A. INITIAL INVESTMENT
___ Capital Cash Management Trust(840)
___ Capital Cash U.S. Government Securities Trust(860)
1) ___ By Check
2) ___ By Wire
1) By Check: Make check payable to either: Capital Cash Management
Trust
or Capital Cash U.S. Government Securities Trust
Amount of investment $ ____________ Minimum initial investment $1,000
OR
2) By Wire*:
$______________________________ From_______________________________
Name of Financial Institution
_________________________________ _______________________________
Financial Institution Account No. Branch, Street or Box#
On_______________________________ ________________________________
(Date) City State Zip
* NOTE: To insure prompt and proper crediting to your account, if you
choose this method of payment you should first telephone the Agent
(800-952-6666 toll free) and then instruct your
Financial Institution to wire funds as indicated below for the
appropriate Fund:
Wire Instructions:
PNC Bank, N A
ABA No. 0310-0005-3
For further credit to (specify the Fund you are investing in)
Capital Cash Management Trust (Original Shares) A/C 85-0216-4765
Capital Cash U.S. Government Securities Trust
(Original Shares) A/C 86-1282-3418
Please include account name(s) and number (if an existing account)
or the name(s) in which the investment is to be registered (if a
new account).
(A FINANCIAL INSTITUTION IS A COMMERCIAL BANK,
SAVINGS BANK OR CREDIT UNION.)
B. DIVIDENDS
All income dividends are automatically reinvested in additional shares
at net asset value unless otherwise indicated below.
You can have any portion reinvested, with the balance paid in cash, by
indicating a percent below:
Dividends 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.
___ 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 account. To establish this program, please complete Step 4,
Sections A & B of this Application.
I/We wish to make regular monthly investments of $______ (minimum $50)
on the ___ 1st day or ___ 16th day of the month (or on the first
business day after that date).
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK)
B. TELEPHONE INVESTMENT
(Check appropriate box)
___ Yes ___No
This option provides you with a convenient way to add to your account
(minimum $50 and maximum $50,000) at any time you wish by simply
calling the Agent toll-free at 1-800-952-6666. 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, the Agent is
authorized to redeem sufficient shares from this account at the
then current net asset value, in accordance with the terms below:
Dollar Amount of each withdrawal $____________
beginning_______________
Minimum:$50 Month/Year
Payments to be made: ___ Monthly or ___ Quarterly
Checks should be made payable as indicated below. If check is
payable to a Financial Institution for your account, indicate
Financial Institution name, address and your account number.
_______________________________________ __________________________
First Name Middle Initial Last Name Financial Institution Name
_______________________________________ __________________________
Street Financial Institution
Street Address
_______________________________________ __________________________
City State Zip City State Zip
____________________________________
Financial Institution Account
Number
D. TELEPHONE EXCHANGE
(Check appropriate box)
___ Yes ___ No
This option allows you to effect exchanges among accounts in your
name within the Aquilasm Group of Funds by telephone.
TO MAKE A TELEPHONE EXCHANGE, CALL THE AGENT AT 1-800-952-6666
The Agent is authorized to accept and act upon my/our or any other
person's telephone instructions to execute the exchange of shares 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 Aquilasm 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.
E. EXPEDITED REDEMPTION
(Check appropriate box)
___Yes ___ No
The proceeds will be deposited to your Financial Institution
account listed.
TO MAKE AN EXPEDITED REDEMPTION, CALL THE AGENT AT 1-800-952-6666
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 Trust
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
F. CHECKING ACCOUNT SERVICE
(Check appropriate box)
___ Yes ___ No
Please open a redemption checking account at PNC Bank, NA,
in my (our) name(s) as registered and send me (us) a supply of
checks. I (we) understand that this checking account will be subject to
the rules and regulations of PNC Bank, NA, pertaining
thereto and as amended from time to time. For joint account: Check
here whether either owner ___ is authorized, or all owners ___ are
required to sign checks. IF NO BOX IS CHECKED, TWO SIGNATURES WILL BE
REQUIRED ON JOINT ACCOUNTS.
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 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 Name of Financial
Institution____________________
is maintained Street
Address___________________________________
City______________________State_____
Zip_________
Name(s) and
Signature(s) of _______________________________
Depositor(s) as they (Please Print)
appear where account X_______________________________ __________
is registered (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 Trust and has received and read
a current Prospectus of the Trust and agrees to its terms.
I/We authorize the Trust 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 Trust and its agents may cancel the
purchase transaction and are authorized to liquidate other shares or
fractions thereof held in my/our Trust 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
Trust and its agents to correct any transfer error by a debit or credit
to my/our Financial Institution account and/or Trust account and to
charge the account for any related charges.
The Trust, 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 that (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
Trust 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 Trust's Agent.
You may cancel any feature at any time, effective 3 days after the
Agent receives written notice from you.
Either the Trust 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 Trust 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 1-800-227-4638 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 Trust's Agent.
<PAGE>
[Inside Back Cover]
ADMINISTRATOR
Aquila Management Corporation
380 Madison Avenue, Suite 2300
New York, New York 10017
INVESTMENT ADVISER
STCM Management Company Inc.
380 Madison Avenue, Suite 2300
New York, New York 10017
DISTRIBUTOR
Aquila Distributors, Inc.
380 Madison Avenue, Suite 2300
New York, New York 10017
TRUSTEES
Lacy B. Herrmann, Chairman
Theodore T. Mason, Vice Chairman
Paul Y. Clinton
Diana P. Herrmann
Anne J. Mills
Cornelius T. Ryan
OFFICERS
Lacy B. Herrmann, President
Charles E. Childs, III, Senior Vice President
Diana P. Herrmann, Vice President
John M. Herndon, Vice President & Assistant Secretary
Rose F. Marotta, Chief Financial Officer
Richard F. West, Treasurer
Edward M.W. Hines, Secretary
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
757 Third Avenue
New York, New York 10017
COUNSEL
Hollyer Brady Smith & Hines LLP
551 Fifth Avenue
New York, New York 10176
<PAGE>
<PAGE>
Back Cover
This Prospectus concisely states information about the Funds
that you should know before investing. A Statement of
Additional Information about the Funds (the "SAI") has been
filed with the Securities and Exchange Commission. The SAI
contains information about the Funds and their management
not included in this Prospectus. The SAI is incorporated by
reference in its entirety in this Prospectus. Only when you
have read both this Prospectus and the SAI are all material
facts about the Funds available to you.
You can get additional information about the Funds'
investments in the Funds' annual and semi-annual reports to
shareholders. In the Funds' annual report, you will find a
discussion of the market conditions and investment
strategies that significantly affected the Funds'
performance during their last fiscal year. You can get the
SAI and the Funds' annual and semi-annual reports without
charge, upon request by calling 800-952-6666 (toll free).
In addition, you can review and copy information about the Funds
(including the SAI) at the Public Reference Room of the SEC in
Washington, D.C. Information on the operation of the SEC's Public
Reference Room is available by calling 1-202-942-8090. Reports
and other information about the Funds are also available on the
EDGAR Database on the SEC's Internet site at http://www.sec.gov.
Copies of this information can be obtained, for a duplicating
fee, by E-mail request to [email protected] or by writing to the
SEC's Public Reference Section, Washington, D.C. 20549-0102.
.
This Prospectus should be read and retained for future
reference
TABLE OF CONTENTS
The Cash Fund: Objective, Investment
Strategies, Main Risks......................
Risk/Return Bar Chart and Performance
Table.......................................
Fees and Expenses of the Cash Fund............
The Government Securities Fund: Objective,
Investment Strategies, Main Risks...........
Fees and Expenses of the Government
Securities Fund.............................
Management of the Funds.......................
Net Asset Value per Share.....................
Purchases ....................................
Redeeming Your Investment.....................
Distribution Arrangements.....................
Dividends.....................................
Financial Highlights..........................
Application
The file number under which the Trust is registered
with the SEC under the
Investment Company Act of 1940 is 811-2481
<PAGE>
Capital Cash Management Trust
Capital Cash Management Trust
Capital Cash U.S. Government Securities Trust
A cash management
investment
[LOGO]
PROSPECTUS
Original Shares
To receive a free copy of the SAI, the annual or the semi-annual
report, which includes information about both of the Funds, or
other information about the Funds, or to make shareholder
inquiries, call:
the Funds' Shareholder Servicing Agent at
800-952-6666 toll free
or you can write to:
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
For general inquiries and yield information, call
800-227-4638 or 212-697-6666
This Prospectus should be read and retained for future
reference
<PAGE>
Capital Cash Management Trust
380 Madison Avenue, Suite 2300
New York, New York 10017
212-697-6666
Service Shares
Prospectus October 31, 2000
Capital Cash Management Trust consists of two separate
portfolios:
Capital Cash Management Trust (the "Cash Fund") is a general
purpose money-market mutual fund which invests in short-term
"money-market" securities.
Capital Cash U.S. Government Securities Trust (the
"Government Securities Fund") is a money-market mutual fund which
invests in short-term direct obligations of the United States
Treasury, in other obligations issued or guaranteed by agencies
or instrumentalities of the United States Government and in
certain repurchase agreements secured by U.S. government
securities.
For purchase, redemption or account inquiries contact
the Funds' Shareholder Servicing Agent:
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
Call 800-952-6666 toll free
For general inquiries & yield information,
Call 800-227-4638 toll free or 212-697-6666
The Securities and Exchange Commission has not approved or
disapproved the Funds' securities or passed upon the adequacy of
this prospectus. Any representation to the contrary is a criminal
offense.
<PAGE>
The Cash Fund: Objective, Investment Strategies, Main Risks
"What is the Cash Fund's objective?"
The objective of the Cash Fund is to achieve a high level of
current income, stability and liquidity for investors' cash
assets by investing in a diversified portfolio of short-term
"money-market" securities meeting specific quality standards.
"What are the Cash Fund's investment strategies?"
The Cash Fund seeks to attain this objective by investing in
short-term money-market securities denominated in U.S. dollars
that are of high quality and present minimal credit risks.
Under the current management policies, the Cash Fund invests
only in the following types of obligations:
(1) U.S. government securities or obligations guaranteed by
the U.S. government or its agencies or instrumentalities.
(2) Bank obligations and instruments secured by them.
("Banks" includes commercial banks, savings banks and savings and
loan associations.)
(3) Short-term corporate debt known as "commercial paper."
(4) Corporate debt obligations (for example, bonds and
debentures). Debentures are a form of unsecured corporate debt.
(5) Variable amount master demand notes which are repayable
on not more than 30 days' notice.
(6) Repurchase agreements.
The Cash Fund seeks to maintain a net asset value of $1.00
per share.
In general, not more than 5% of the Cash Fund's net assets
can be invested in the securities of any issuer.
The dollar weighted average maturity of the Cash Fund will
be 90 days or less and the Cash Fund may buy only those
instruments that have a remaining maturity of 397 days or less.
Securities the Cash Fund buys must present minimal credit
risks and at the time of purchase be rated in the two highest
rating categories for short-term securities by any two of the
nationally recognized statistical rating organizations
("NRSROs"); if they are unrated, they must be determined by the
Board of Trustees to be of comparable quality. Some securities
may have third-party guarantees to meet these rating
requirements.
STCM Management Company, Inc. (the "Adviser") seeks to
develop an appropriate portfolio by considering the differences
among securities of different issuers, yields, maturities and
market sectors.
The Cash Fund may change any of its management policies
without shareholder approval.
"What are the main risks of investing in the Cash Fund?"
Although the Cash Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by
investing in the Cash Fund.
Investment in the Cash 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.
Because variable amount master demand notes are direct
lending arrangements between the lender and borrower, it is not
generally contemplated that they will be traded, and there is no
secondary market for them. Variable amount master demand notes
repayable in more than seven days are securities which are not
readily marketable, and fall within the Cash Fund's overall 10%
limitation on securities which are illiquid. These notes are also
subject to credit risk.
Repurchase agreements involve some risk to the Cash Fund if
the other party does not fulfill its obligations under the
agreement.
The value of money-market instruments tends to fall if
prevailing interest rates rise.
Corporate bonds and debentures are subject to interest rate
and credit risks.
Interest rate risk relates to fluctuations in market value
arising from changes in interest rates. If interest rates rise,
the value of debt securities will normally decline. All
fixed-rate debt securities, even the most highly rated, are
subject to interest rate risk. Credit risk relates to the ability
of the particular issuers of the obligations the Cash Fund owns
to make periodic interest payments as scheduled and ultimately
repay principal at maturity.
Investments in foreign banks and foreign branches of United
States banks involve certain risks. Foreign banks and foreign
branches of domestic banks may not be subject to regulations that
meet U.S. standards. Investments in foreign banks and foreign
branches of domestic banks may also be subject to other risks,
including future political and economic developments, the
possible imposition of withholding taxes on interest income, the
seizure or nationalization of foreign deposits and the
establishment of exchange controls or other restrictions.
<PAGE>
<TABLE>
<CAPTION>
CAPITAL CASH MANAGEMENT TRUST - SERVICE SHARES
CASH FUND
RISK/RETURN BAR CHART AND PERFORMANCE TABLE
The bar chart and table shown below provide an indication of the
risks of investing in the Cash Fund's Service Shares by showing
changes in the performance of the Cash Fund's Original Shares
from year-to-year over a 10-year period and by showing the
average annual returns of the Cash Fund's Original Shares for
one, five, ten years and since inception. Information is given
for the Cash Fund's Original Shares, which are not offered by
this Prospectus, because no Service Shares of the Cash Fund were
outstanding during the periods shown. Because shares of the two
classes are invested in the same portfolio of securities, their
returns would be substantially similar; however, the returns of
the Cash Fund's Service Shares would have been somewhat lower due
to the higher expenses borne by the Service Shares. How the Cash
Fund has performed in the past is not necessarily an indication
of how the Cash Fund will perform in the future.
[Bar Chart]
Annual Total Returns (Original Shares)
1990-1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10%
8% 7.93
XXXX
6% XXXX 5.77
XXXX XXXX 5.57 5.16 5.23 4.79
4% XXXX XXXX 3.61 3.94 XXXX 5.02 XXXX XXXX XXXX
XXXX XXXX XXXX 2.94 XXXX XXXX XXXX XXXX XXXX XXXX
2% XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
0% XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Calendar Years
During the 10-year period shown in the bar chart, the highest
return for a quarter was 1.95% (quarter ended June 30, 1990) and
the lowest return for a quarter was 0.72% (quarter ended June 30,
1993).
The year-to-date (from January 1, 2000 to September 30, 2000)
total return was 4.42%.
Average Annual Total Return
For the period ended
December 31, 1999
Since
1 Year 5 Years 10 Years Inception
Capital Cash
Management Trust - Original Shares
4.79% 5.16% 4.99% 7.09%*
* From commencement of operations on July 8, 1974.
Please call (800) 227-4638 toll free to obtain the Cash Fund's
most current seven-day yield.
</TABLE>
<PAGE>
CAPITAL CASH MANAGEMENT TRUST
CASH FUND
SERVICE SHARES
FEES AND EXPENSES
<TABLE>
<CAPTION>
This table describes the fees and expenses that you may pay if
you buy and hold Service Shares of the Fund.
<S> <C> <C>
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases........................ 0.00%
Maximum Deferred Sales Charge (Load)........ 0.00%
Maximum Sales Charge (Load) Imposed
on Reinvested Dividends..................... 0.00%
Redemption Fees............................. 0.00%
Exchange Fees............................... 0.00%
Annual Fund Operating Expenses (expenses that are
deducted from the Fund's assets)
Management Fee (1).......................... 0.20%
Distribution
and/or Service (12b-1) Fee................. 0.25%
All Other Expenses:
Administration Fee.(1)................0.15%
Other Expenses........................4.79%
Total All Other Expenses....................4.94%
Total Annual Fund Operating Expenses(2)......5.39%
<FN>
(1) Undertakings by the Investment Adviser and the Administrator to
waive their fees, and by the Administrator to reimburse expenses,
limit the annual expenses of the Fund to 0.60 of 1% of average
annual net assets in any fiscal year; the Administrator's
undertakings may be cancelled or modified upon six months'
notice. These fee waivers and expense reimbursements may reduce
the fees and expenses of the Fund, thereby helping to maintain a
competitive yield. The Administrator's undertaking to reimburse
expenses does not apply to payments under the Distribution Plan
and the Shareholder Services Plan applicable to the Service
Shares class.
</FN>
<FN>
(2) Total operating expenses of the Original Shares of the Cash
Fund for the fiscal year ended June 30, 2000 were 0.40 of 1% of
average annual net assets because of the undertakings described
in note 1 and additional, voluntary, expense reimbursements by
the Administrator. Voluntary fee waivers and expense
reimbursements may be terminated at any time, although it is
expected that they will continue as necessary at least until June
30, 2001 so that total expenses for Original Shares will not
exceed 0.40% for the fiscal year ending on that date.
</FN>
Example
This Example is intended to help you compare the cost of
investing in the Service Shares of the Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in Service Shares
of the Cash 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, that you reinvest all dividends and
distributions, and that the Cash Fund's operating expenses
remain the same. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:
1 year 3 years 5 years 10 years
$538 $1,608 $2,669 $5,286
</TABLE>
<PAGE>
The Government Securities Fund: Objective, Investment Strategies,
Main Risks
"What is the Government Securities Fund's objective?"
The objective of the Government Securities Fund is to
provide safety of principal while achieving as high a level as
possible of liquidity and of current income.
"What are the Government Securities Fund's investment
strategies?"
The Government Securities Fund seeks to attain this
objective by investing only in short-term direct obligations of
the United States Treasury, in other obligations issued or
guaranteed by agencies or instrumentalities of the United States
Government (with remaining maturities of one year or less) and in
certain repurchase agreements secured by U.S. government
securities.
Under the current management policies, the Government
Securities Fund invests only in the following types of
obligations:
U. S. Treasury Obligations
The U.S. Treasury issues various types of marketable
securities, consisting of bills, notes, bonds, and certificates
of indebtedness, which are all direct obligations of the U.S.
government backed by its "full faith and credit" and which differ
primarily in the length of their maturity. The Fund may also
invest in separately traded principal and interest components of
securities issued by the United States Treasury. The principal
and interest components of selected securities are traded
independently under the Separate Trading of Registered Interest
and Principal of Securities program ("STRIPS"). Under the STRIPS
program, the principal and interest components are individually
numbered and separately issued by the U.S. Treasury at the
request of depository financial institutions, which then trade
the component parts independently. These instruments may
experience more market volatility than regular treasury
securities.
Other U.S. Government Securities
U.S. government agencies and instrumentalities that issue or
guarantee securities include, but are not limited to, the Farmers
Home Administration, Federal Farm Credit System, Federal Home
Loan Banks, Federal Home Loan Mortgage Corporation, Federal
Housing Administration, Federal National Mortgage Association,
Financing Corporation, Government National Mortgage Association,
Resolution Funding Corporation, Small Business Administration,
Student Loan Marketing Association and the Tennessee Valley
Authority.
Securities issued or guaranteed by U.S. government agencies
and instrumentalities are not always supported by the full faith
and credit of the United States. Some, such as securities issued
by the Federal Home Loan Banks, are backed by the right of the
agency or instrumentality to borrow from the U.S. Treasury.
Others, such as securities issued by the Federal National
Mortgage Association, are supported only by the credit of the
instrumentality and not by the U.S. Treasury. If the securities
are not backed by the full faith and credit of the United States,
the owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to
assert a claim against the United States in the event that the
agency or instrumentality does not meet its commitment. The
Government Securities Fund will invest in government securities,
including securities of agencies and instrumentalities, only if
the Adviser (pursuant to procedures approved by the Board of
Trustees) is satisfied that these obligations present minimal
credit risks.
Repurchase Agreements
The Government Securities Fund may purchase securities
subject to repurchase agreements provided that such securities
are U.S. government securities. 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 Government Securities Fund.
The Government Securities Fund seeks to maintain a net asset
value of $1.00 per share.
The dollar weighted average maturity of the Government
Securities Fund will be 90 days or less and the Government
Securities Fund may buy only those instruments that have a
remaining maturity of 397 days or less.
Securities the Government Securities Fund buys must present
minimal credit risks and at the time of purchase be rated in the
two highest rating categories for short-term securities by any
two of the NRSROs or, if they are unrated, be determined by the
Board of Trustees to be of comparable quality. Some securities
may have third-party guarantees to meet these rating
requirements.
The Adviser seeks to develop an appropriate portfolio by
considering the differences in yields among securities of
different issuers, maturities and market sectors.
The Government Securities Fund will purchase only those
issues that will enable it to achieve and maintain the highest
rating for a mutual fund by two NRSROs. There is no assurance
that it will be able to maintain such rating. As a result of this
policy, the range of obligations in which the Government
Securities Fund can invest is reduced and the yield obtained on
such obligations may be less than would be the case if this
policy were not in force.
The Government Securities Fund may change any of its
management policies without shareholder approval.
"What are the main risks of investing in the Government
Securities Fund?"
Although the Government Securities Fund seeks to preserve
the value of your investment at $1.00 per share, it is possible
to lose money by investing in the Government Securities Fund.
Investment in the Government Securities 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.
Repurchase agreements involve some risk to the Government
Securities Fund if the other party does not fulfill its
obligations under the agreement.
The value of money-market instruments tends to fall if
prevailing interest rates rise.
There is no performance chart for the Government Securities
Fund because its shares were first offered on November 1, 1999
and none have been outstanding for a full calendar year on the
date of this Prospectus.
<PAGE>
CAPITAL CASH MANAGEMENT TRUST
GOVERNMENT SECURITIES FUND
SERVICE SHARES
FEES AND EXPENSES
[CAPTION]
<TABLE>
This table describes the fees and expenses that you may pay
if
you buy and hold Service Shares of the Government Securities
Fund.
<S> <C> <C>
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases.........................0.00%
Maximum Deferred Sales Charge (Load).........0.00%
Maximum Sales Charge (Load) Imposed
on Reinvested Dividends.....................0.00%
Redemption Fees..............................0.00%
Exchange Fees................................0.00%
Annual Fund Operating Expenses (expenses that are
deducted from the Fund's assets)
Management Fee (1)...........................0.20%
Distribution
and/or Service (12b-1) Fee ..................0.25%
All Other Expenses:
Administration Fee (1)................0.15%
Other Expenses........................2.30%
Total All Other Expenses....................2.45%
Total Annual Fund Operating Expenses(2)......2.90%
<FN>
(1) Undertakings by the Investment Adviser and the Administrator
to waive their fees, and by the Administrator to reimburse
expenses, limit the annual expenses of the Fund to 0.60 of
1% of average annual net assets in any fiscal year; the
Administrator's undertakings may be cancelled or modified
upon six months' notice. These fee waivers and expense
reimbursements may reduce the fees and expenses of the Fund,
thereby helping to maintain a competitive yield. The
Administrator's undertaking to reimburse expenses does not
apply to payments under the Distribution Plan and the
Shareholder Services Plan applicable to the Service Shares
class.
</FN>
<FN>
(2) Total operating expenses of the Original Shares of the Cash
Fund for the fiscal year ended June 30, 2000 were 0.40 of 1%
of average annual net assets because of the undertakings
described in note 1 and additional, voluntary, expense
reimbursements by the Administrator. Voluntary fee waivers
and expense reimbursements may be terminated at any time,
although it is expected that they will continue as necessary
at least until June 30, 2001 so that total expenses for
Original Shares will not exceed 0.40% for the fiscal year
ending on that date.
</FN>
Example
This Example is intended to help you compare the cost of
investing in the Government Securities Fund with the cost of
investing in other mutual funds.
The Example assumes that you invest $10,000 in Service Shares
of the Government Securities 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:
1 year 3 years 5 years 10 years
$293 $898 $1,528 $3,223
</TABLE>
<PAGE>
Management of the Funds
"How are the Funds managed?"
STCM Management Company Inc., 380 Madison Avenue, Suite
2300, New York, NY 10017 (the "Adviser") is the investment
adviser for each of the Funds. Under the Advisory Agreements,
the Adviser provides for investment supervision including
supervising continuously the investment program of each Fund and
the composition of its portfolio; determining what securities
will be purchased or sold by each Fund; arranging for the
purchase and the sale of securities held in the portfolio of
each Fund; and, at the Adviser's expense, pricing of each Fund's
portfolio daily.
Aquila Management Corporation, 380 Madison Avenue, Suite
2300, New York, NY 10017, the Administrator, is responsible for
administrative services, including providing for the maintenance
of the headquarters of the Funds, overseeing relationships
between the Funds and the service providers to the Funds,
maintaining the Funds' books and records and providing other
administrative services.
During the fiscal year ended June 30, 2000, the Cash Fund
and the Government Securities Fund each accrued advisory fees
(0.20 of 1%) and administration fees (0.15 of 1%) at the total
annual rate of 0.35 of 1% of their respective average annual net
assets. All of these fees were waived.
Information about the Adviser and the Administrator
The Adviser has acted as investment adviser for the Cash
Fund since 1992 and for the Government Securities Fund since
1999. The Funds' Administrator is founder and Administrator
and/or Manager to the Aquilasm Group of Funds, which consists of
tax-free municipal bond funds, money-market funds and equity
funds. As of August 31, 2000, these funds had aggregate assets of
approximately $3.1 billion, of which approximately $1.4 billion
consisted of assets of the money market funds. The Administrator,
which was founded in 1984, is controlled by Mr. Lacy B. Herrmann,
directly, through a trust and through share ownership by his
wife.
The Administrator has agreed that it will provide funding to
the Adviser as necessary to cover operating expenses and other
financial commitments and will make available personnel, office
space and equipment support to the Adviser at no charge. As a
result of these arrangements, the Adviser currently incurs no
costs for salaries, rent or equipment. It is anticipated that
these arrangements will remain in place until the Funds achieve
sufficient size so that it is no longer necessary for the Adviser
to waive its fees or for the Funds' expenses to be reimbursed. If
these arrangements are discontinued, the Prospectus will be
supplemented. Certain officers of the Administrator are also
officers of the Adviser.
Net Asset Value per Share
The net asset value per share for each class of each Fund's
shares is determined as of 4:00 p.m. New York time on each day
that the New York Stock Exchange and the Custodian are open (a
"Business Day") by dividing the value of the net assets of the
Fund allocable to the class (i.e., the value of the assets less
liabilities) by the total number of shares of that class of the
Fund then outstanding. The price at which a purchase or
redemption of shares is effected is the net asset value next
calculated after your purchase or redemption order is received in
proper form.
The net asset value per share will normally remain constant
at $1.00 per share except under extraordinary circumstances. The
net asset value per share is based on a valuation of each Fund's
investments at amortized cost.
The New York Stock Exchange is normally not open on the
following days: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. However, the
Exchange may close on other days as well. In addition, the
Custodian is not open on Columbus Day and Veterans Day.
Purchases
Opening an Account
To open a new Service Shares account directly with any
Fund, you must send a properly completed application to PFPC Inc.
(the "Agent"). The Funds will not honor redemption of shares
purchased by wire payment until a properly completed application
has been received by the Agent. The minimum initial investment is
$1,000. Subsequent investments may be in any amount.
You can make direct investments in Service Shares in any of
these three ways:
1. By Mail. You can make payment by check, money order,
Federal Reserve Draft or other negotiable bank draft drawn in
United States dollars on a United States commercial or savings
bank or credit union (each of which is a "Financial Institution")
payable to the order of Capital Cash Management Trust or Capital
Cash U.S. Government Securities Trust, as the case may be, and
mailed to:
(Specify the name of the Fund)
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
2. By Wire. You can wire Federal Funds (monies credited to a
bank's account with a Federal Reserve Bank) to PNC Bank, NA.
To insure prompt and proper crediting to your account, if
you choose this method of payment, you should first telephone the
Agent (800-952-6666 toll free) and then instruct your bank to
wire funds as indicated below for the appropriate Fund:
the Cash Fund:
PNC BANK, NA
Philadelphia, PA
ABA No. 0310-0005-3
Account No. 85-0216-4765
FFC: Capital Cash Management Trust
Service Shares
the Government Securities Fund:
PNC BANK, NA
Philadelphia, PA
ABA No. 0310-0005-3
Account No. 86-1282-3418
FFC: Capital Cash U.S. Government Securities Trust
Service Shares
In addition you should supply:
Account name and number (if an existing account)
The name in which the investment is to be registered (if a
new account)
Your bank may impose a charge for wiring funds.
3. Through Brokers. If you wish, you may invest in the Funds
by purchasing shares through registered broker-dealers.
The Funds impose no sales or service charge on purchases of
Service Shares, although financial intermediaries may make
reasonable charges to their customers for their services. The
services to be provided and the fees therefor are established by
each financial intermediary acting independently; financial
intermediaries may also determine to establish, as to accounts
serviced by them, higher initial or subsequent investment
requirements than those required by the Funds. Financial
intermediaries are responsible for prompt transmission of orders
placed through them.
Banks may offer an arrangement whereby their customers
may invest in Service Shares of any Fund by establishing a "sweep
account" with them. A sweep account connects an FDIC-insured
checking account with an account with the Funds. When money is
transferred out of a checking account for investment in either
Fund, it is no longer covered by FDIC insurance. Because of the
special arrangements for automated purchases and redemptions of
Service Shares that sweep accounts involve, certain options or
other features described in this Prospectus (such as alternative
purchase and redemption procedures, dividend and distribution
arrangements or share certificates) may not be available to
persons investing through such accounts. Investments through a
sweep account are governed by the terms and conditions of the
account (including fees and expenses associated with the
account), which are typically set forth in agreements and
accompanying disclosure statements used to establish the account.
You should review copies of these materials before investing in a
Fund through a sweep account.
If you are not investing through a financial intermediary,
you should follow these instructions:
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
the appropriate Fund. the appropriate Fund.
* Complete the application * Fill out the pre-printed
included with the Prospectus, stub attached
indicating the features to each Fund's confirmations
you wish to authorize. 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 account information to your
dealer or
to your dealer or to the Funds' Agent, PFPC
to the Funds' Agent, PFPC Inc., or
Inc., or
* Wire funds as described above. * Wire funds as described
above.
Be sure to supply the name(s) of account owner(s), the
account number, the name of the Fund.
If you make additional investments in Service Shares through
an account with a financial intermediary, you will follow the
procedures of the financial intermediary, rather than the
foregoing.
"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 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. The Funds
may modify or terminate these investment methods or charge a
service fee, upon 30 days' written notice to shareholders.
If you make additional investments in Service Shares through
an account with a financial intermediary, the procedures for such
investments will be those provided in connection with the account
rather than the foregoing.
When Shares are Issued and Dividends are Declared on Them
The Funds issue shares two ways.
First Method - ordinary investments. You will be paid
dividends starting on the day (whether or not a Business Day)
after the first Business Day on which your purchase order has
been received in proper form and funds have become available for
investment. You will be paid a dividend on the day on which your
shares are redeemed.
"When will funds be available so that my order will become
effective?"
The Funds must have payment for your purchase available for
investment before 4:00 p.m. New York time on a Business Day for
your order to be effective on that Business Day. Your order is
effective and you will receive the next determined net asset
value per share depending on the method of payment you choose, as
follows.
Payment Method When will an order When will an order
received before received after
4:00 p.m on a 4:00 p.m. on a
Business Day Business Day
be deemed be deemed
effective? effective?
By wire in
Federal Funds or
Federal Reserve
Draft That day Next Business Day
By wire not
in Federal Funds 4:00 p.m. on the 4:00 p.m. on the
Business Day Business Day
converted to converted to
Federal Funds Federal Funds
(normally the (normally the
next Business next Business
Day) Day)
By check 4:00 p.m. on the 4:00 p.m. on the
Business Day Business Day
converted to converted to
Federal Funds Federal Funds
(normally (normally
two Business two Business
Days for checks Days for checks
on banks in the on banks in the
Federal Reserve Federal Reserve
System, longer System, longer
for other banks) for other banks)
Automatic
Investment The day you specify;
if it is not a
Business Day, on the
next Business Day
Telephone
Investment That day Next Business Day
All checks are accepted subject to collection at full face
value in United States funds and must be drawn in United States
dollars on a United States bank; if not, shares will not be
issued. (The Agent will convert wires and checks to Federal Funds
as your agent.)
Second Method- For broker-dealers or banks which have
requested that this method be used, to which request a Fund has
consented. You will be paid dividends starting on the day on
which your purchase order has been received in proper form and
funds have become available for investment. You will not be paid
a dividend on the day on which your shares are redeemed.
"When will my order be effective under the Second Method?"
Your purchase order is effective and your funds are
deemed available for investment on that day if
(i) you advise the Agent before 1:00 p.m. New York time on a
Business Day of a dollar amount to be invested in the Cash Fund
or Government Securities Fund; and
(ii) Your payment in Federal Funds is received by wire on
that day.
The second investment method is available to prospective
investors in shares of a Fund who wish to use it so that the
dividends on their shares will commence to be declared on the day
the purchase order is effective. Upon written or phone request
the Funds will advise you as to the broker-dealers or banks
through which such purchases may be made.
The Agent will maintain records as to which of your shares
were purchased under each of the two investment methods set forth
above. If you make a redemption request and have purchased shares
under both methods, the Agent will, unless you request otherwise
redeem those shares first purchased, regardless of the method
under which they were purchased.
Under each method, shares are issued at the net asset value
per share next determined after the purchase order is received in
proper form. Under each method, the application must be properly
completed and have been received and accepted by the Agent; the
Funds or the Distributor may also reject any purchase order.
Under each method, Federal Funds (see above) must either be
available to the Funds or the payment thereof must be guaranteed
to the Funds so that the Funds can be as fully invested as
practicable.
Transfer on Death ("TOD") Registration
The Funds generally permit "transfer on death" ("TOD")
registration of shares purchased directly, so that on the death
of the shareholder the shares are transferred to a designated
beneficiary or beneficiaries. Ask the Agent or your broker-dealer
for the Transfer on Death Registration Request Form. With it you
will receive a copy of the TOD Rules of the Aquilasm Group of
Funds, which specify how the registration becomes effective and
operates. By opening a TOD Account, you agree to be bound by the
TOD Rules. TOD registration may not be available if you invest
through a financial intermediary.
Redeeming Your Investment
You may redeem some or all of your shares by a request to
the Agent. Shares will be redeemed at the next net asset value
determined after your request has been received in proper form.
There is no minimum period for investment in the Funds,
except for shares recently purchased by check or by Automatic or
Telephone Investment as discussed below.
If you purchased Service Shares of either Fund through
broker-dealers, banks and other financial institutions which
serve as shareholders of record you must redeem through those
institutions, which are responsible for prompt transmission of
redemption requests.
How to Redeem Your Investment
By mail, send instructions to:
PFPC Inc.
Attn: Aquilasm Group of Funds
400 Bellevue Parkway
Wilmington, Delaware 19809
By telephone, call:
800-952-6666 toll-free
By FAX, send instructions to: 302-791-3055
For liquidity and convenience, the Funds offer 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(s) registered to the account
personal identification
Note: Check the accuracy of your confirmation statements
immediately. The Funds, 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 Funds'
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.
3. By Check. The Agent will, upon request, provide you with
forms of drafts ("checks") drawn on PNC Bank, NA (the "Bank").
This feature is not available if your shares are represented by
certificates. These checks represent a further alternative
redemption means and you may make them payable to the order of
anyone in any amount of not less than $100. You will be subject
to the Bank's rules and regulations governing its checking
accounts. If the account is registered in more than one name,
each check must be signed by each account holder exactly as the
names appear on the account registration, unless expressly
stated otherwise on your application.
There is no charge for the maintenance of this special check
writing privilege or for the clearance of any checks.
When such a check is presented to the Bank for payment, a
sufficient number of full and fractional shares in your account
will be redeemed to cover the amount of the check. This check
writing redemption procedure enables you to continue receiving
dividends on those shares equaling the amount being redeemed by
check until such time as the check is actually presented to the
Bank for payment.
Because these checks are paid by redemption of shares in
your account, you should be certain that adequate shares are in
the account to cover the amount of the check. If insufficient
redeemable shares are in the account, the redemption check will
be returned marked "insufficient funds." The fact that redemption
checks are drafts may also permit a bank in which they are
deposited to delay crediting the account in question until that
bank has received payment funds for the redemption check. Note:
You cannot use checks to redeem shares represented by
certificates. If you purchase shares by check, you cannot use
checks to redeem them until 15 days after your purchase.
You may not present checks directly to any branch of the
Bank. This does not affect checks used for the payment of bills
or cashed at other banks. You may not use checks to redeem the
entire balance of your account, since the number of shares in
your account changes daily through dividend payments which are
automatically reinvested in full and fractional shares. Only
expedited redemption to a predesignated bank account or the
regular redemption method (see below) may be used when closing
your account.
Multiple Redemption Services. You are not limited in choice
of redemption methods but may utilize all available forms.
However, when both redemption to a predesignated Financial
Institution account and check writing are desired, you must so
elect on your Application, or by proper completion of a Ready
Access Features Form.
Regular Redemption Method
(Certificate and Non-Certificate Shares)
Certificate Shares. Mail to the Funds' Agent: (1) blank
(unsigned) certificates for Service Shares to be redeemed, (2)
redemption instructions, and (3) a stock assignment form.
To be in "proper form," items (2) and (3) 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(s), 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"), the 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 Funds' 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 a 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, as shown below, to
your address of record on the next business day following receipt
of your redemption request in proper form. Except as described
below, the Funds will send payments within 7 days.
Redemption Method of Payment Charges
Under $1,000 Check None
$1,000 or more Check or, if and as None
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 Funds do not currently intend to, either Fund
may impose a charge, not exceeding $5.00 per wire redemption,
after written notice to shareholders who have elected this
redemption procedure. Neither Fund has any present intention of
making this charge. Upon 30 days' written notice to shareholders,
either 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 currently contemplated. If
any such changes are made, the Prospectus will be supplemented to
reflect them. If you use a broker or dealer to arrange for a
redemption, you may be charged a fee for this service.
You can eliminate possible delays by paying for purchased
shares with wired funds or Federal Reserve drafts.
The Funds have the right to postpone payment or suspend
redemption rights during certain periods. These periods may occur
(i) when the Exchange is closed for other than weekends and
holidays, (ii) when the Securities and Exchange Commission (the
"SEC") restricts trading on the Exchange, (iii) when the SEC
determines an emergency exists which causes disposal of, or
determination of the value of, portfolio securities to be
unreasonable or impracticable, and (iv) during such other periods
as the SEC may permit.
Payment for redemption by any method (including redemption
by check) of Service Shares recently purchased by check
(irrespective of whether the check is a regular check or a
certified, cashier's or official bank check) or by Automatic
Investment or Telephone Investment may be delayed up to 15 days
or until (i) the purchase check or Automatic Investment or
Telephone Investment has been honored or (ii) the Agent has
received assurances by telephone or in writing from the bank on
which the purchase check was drawn or from which the funds for
Automatic Investment or Telephone Investment were transferred,
satisfactory to the Agent and the Fund, that the purchase check
or Automatic Investment or Telephone Investment will be honored.
Service Shares so purchased within the prior 15 days will not be
redeemed under the check writing redemption procedure and a
shareholder must not write a check if (i) it will be presented to
the Bank for payment within 15 days of a purchase of Service
Shares by check and (ii) the redemption check would cause the
redemption of some or all of those shares.
Either 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
("redemption in kind") by distribution of a Fund's portfolio
securities in conformity with SEC rules. This method would only
be used if the Trustees determine that payments partially or
wholly in cash would be detrimental to the best interests of the
remaining shareholders.
"Is there an Automatic Withdrawal Plan?"
Yes, but it is available only for shares purchased directly
and not for shares purchased through a financial intermediary.
Under an Automatic Withdrawal Plan you can arrange to receive a
monthly or quarterly check in a stated amount, not less than $50.
Distribution Arrangements
Confirmations and Share Certificates
If you invest in a Fund directly, rather than through a
financial intermediary, all purchases of Service Shares will be
confirmed and credited to you in an account maintained for you by
the Agent in full and fractional shares of the Fund being
purchased (rounded to the nearest 1/1000th of a share). Share
certificates will not be issued unless you so request from the
Agent in writing and declare a need for such certificates, such
as a pledge of shares or an estate situation. If certificates are
issued at your request, Expedited Redemption will not be
available and delay and expense may be incurred if you lose the
certificates. No certificates will be issued for fractional
shares or to shareholders who have elected the checking account
or predesignated bank account methods of withdrawing cash from
their accounts. Share certificates may not be available to
investors who purchase Service Shares through an account with a
financial intermediary.
The Funds 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.
Distribution Plan
Each Fund has adopted a Distribution Plan under Rule 12b-1
("Rule 12b-1") under the 1940 Act.
Rule 12b-1 provides in substance that an investment
company may not engage directly or indirectly in financing any
activity which is primarily intended to result in the sale of its
shares except pursuant to a plan adopted under that rule. A part
of each Distribution Plan that relates exclusively to Service
Shares provides for payments under agreements by the Fund out of
its assets represented by Service Shares to certain designated
payees which have rendered assistance in the distribution and/or
retention of the Funds' Service Shares or in the servicing of
Service Share accounts. The total payments under this part of
each Distribution Plan may not exceed 0.25 of 1% of the average
annual assets of the Fund represented by Service Shares. Payment
is be made only out of the Fund's assets represented by Service
Shares.
A payee may pass on a portion of the payments it receives to
other financial institutions or service organizations that also
render assistance in the distribution, retention and/or servicing
of Service Shares.
Another section of the Distribution Plan of each Fund is
designed to protect against any claim against or involving the
Fund that some of the expenses which the Fund pays or may pay
come within the purview of Rule 12b-1. Another section of the
Distribution Plan authorizes Aquila Management Corporation (the
"Administrator"), not the Fund, to make payments to a class of
entities, including membership organizations and associations of
common interest, which render assistance in servicing of
shareholder accounts or in consulting or otherwise cooperating as
to their members or others in their area of interest at the
annual rate of a maximum of 0.10 of 1% of the average annual net
assets of the Fund.
Shareholder Services Plan for Service Shares
Each Fund's Shareholder Services Plan authorizes it to
pay a service fee under agreements to certain qualified
recipients who have agreed to provide personal services to
Service Shares shareholders and/or maintain their accounts. For
any fiscal year, such fees may not exceed 0.25 of 1% of the
average annual net assets represented by a Fund's Service Shares.
Payment is be made only out of the Fund's assets represented by
Service Shares.
A payee may pass on a portion of the payments it receives to
other financial institutions or service organizations that also
render assistance in the servicing of Service Shares and/or
maintenance of Service Share accounts.
Limitation on Payments
Both the Distribution Plan and Shareholder Services Plan
provide that total payments under both plans cannot exceed 0.25
of 1% of the average annual net assets represented by Service
Shares.
Dividends
The Funds will declare all of their net income for dividend
purposes daily as dividends. If you redeem all of your shares,
you will be credited on the redemption payment date with the
amount of all dividends declared for the month through the date
of redemption, or through the day preceding the date of
redemption in the case of shares issued under the " second "
method.
You will receive monthly a summary of your account,
including information as to dividends paid during the month and
the shares credited to your account through reinvestment of
dividends.
Dividends paid by each Fund with respect to Service
Shares and Original Shares (the Fund's other class of shares)
will be calculated in the same manner, at the same time, on the
same day, and will be in the same amount except that any class
expenses (including any payments made by Service Shares under the
Distribution Plan or the Shareholder Services Plan) will be borne
exclusively by that class. Dividends on Original Shares are
expected generally to be higher than those on Service Shares
because expenses allocated to Service Shares will generally be
higher.
Dividends will be taxable to you as ordinary income, even
though reinvested. Statements as to the tax status of your
dividends will be mailed annually.
It is possible but unlikely that a Fund may have realized
long-term capital gains or losses in a year.
Dividends of each Fund will automatically be reinvested in
full and fractional shares of the same class at net asset value
unless you elect otherwise.
You may choose to have all or any part of the payments for
dividends paid in cash. You can elect to have the cash portion of
your dividends deposited, without charge, by electronic funds
transfers into your account at a financial institution, if it is
a member of the Automated Clearing House.
You can make any of these elections on the Application, by a
Ready Access Features Form or by a letter to the Agent. Your
election to receive some or all of your dividends in cash will be
effective as of the next payment of dividends after it has been
received in proper form by the Agent. It will continue in effect
until the Agent receives written notification of a change.
All shareholders, whether their dividends are received in
cash or reinvested, will receive a monthly statement indicating
the current status of their account.
If you do not comply with laws requiring you to furnish
taxpayer identification numbers and report dividends, the Funds
may be required to impose backup withholding at a rate of 31%
upon payment of redemptions and dividends.
<PAGE>
<TABLE>
<CAPTION>
The table shown below for Cash Fund Original Shares is for information
purposes only. Original Shares are not offered by this
Prospectus. No Service Shares of the Cash Fund have been issued.
CAPITAL CASH MANAGEMENT TRUST
SERVICE SHARES
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
The financial highlights table is intended to help you understand the
Fund's financial performance for the periods shown. Certain
information reflects financial results for a single Fund share. The
total returns in the table represent the rate that an investor would
have earned or lost on an investment in Original Shares of the Fund
(assuming reinvestment of all dividends and distributions). This
information has been audited by KPMG LLP, whose report, along with the
Fund's financial statements, is included in the annual report, is
incorporated by reference into the SAI and is available upon request.
Government
Securities Fund
Service Shares
Period Ended
6/30/00(1)
<S> <C>
Net Asset Value,
Beginning
of Period......... $1.0000
Income from
Investment Operations:
Net investment
income............ 0.01610
Less Distributions:
Dividends from net
investment income. (0.0161)
Net Asset Value,
End of Period...... $1.0000
Total Return(%).... 1.62+
Ratios/Supplemental
Data
Net Assets, End of Period
($ in thousands).. 1,688
Ratio of Expenses
to Average Net
Assets (%)........ 0.68*
Ratio of Net Investment
Income to Average
Net Assets %...... 5.30*
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 expense reimbursement were:
Ratio of Expenses
to Average Net
Assets(%)....... 1.24*
Ratio of Net Investment
Income(Loss) to
Average Net
Assets(%)....... 4.73*
The expense ratios after giving effect to the waivers, expense
reimbursement and expense offset for uninvested cash balances were:
Ratio of Expenses to
Average Net
Assets(%)........ 0.65*
Cash Fund Original Shares (2)
Year ended June 30,
2000 1999 1998 1997 1996
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning
of Period......... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
Income from
Investment Operations:
Net investment
income............ 0.0524 0.0473 0.0521 0.0489 0.0518
Less Distributions:
Dividends from net
investment income. (0.0524) (0.0473) (0.0521) (0.0489) (0.0518)
Net Asset Value,
End of Period...... $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
Total Return(%).... 5.37 4.84 5.33 5.00 5.29
Ratios/Supplemental
Data
Net Assets, End of Period
($ in thousands).. 1,699 1,616 1,613 1,435 1,765
Ratio of Expenses
to Average Net
Assets (%)........ 0.41 0.41 0.40 0.41 0.41
Ratio of Net Investment
Income to Average
Net Assets %...... 5.24 4.72 5.21 4.88 5.16
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 expense reimbursement were:
Ratio of Expenses
to Average Net
Assets(%)....... 5.14 3.51 5.14 6.48 5.74
Ratio of Net Investment
Income(Loss) to
Average Net
Assets(%)....... 0.50 1.62 0.47 (1.19) (0.17)
The expense ratios after giving effect to the waivers, expense
reimbursement and expense offset for uninvested cash balances were:
Ratio of Expenses to
Average Net
Assets(%)........ 0.40 0.40 0.40 0.40 0.40
Unaudited: The "current yield" for the seven days ended June 30,
2000 for Cash Fund Original Shares and Government Securities Fund Service
Shares was 6.21% and 5.84% respectively, and its "compounded effective
yield" for that period was 6.41% and 6.01% respectively. Current yield
is net income over a stated seven-day period annualized, and is shown
as a percentage. Effective yield is calculated similarly, but, when
annualized, the income earned is assumed to be reinvested, which gives
effect to compounding.
<FN>
(1) For the period March 16, 2000 (commencement of operations) through June
30, 2000.
</FN>
<FN>
(2) Designated as the "Original Shares" class of shares on November 1,
1999.
</FN>
<FN>
+ Not annualized.
</FN>
<FN>
* Annualized
</FN>
</TABLE>
<PAGE>
Application for
Capital Cash Management Trust - Service Shares
Please complete steps 1 through 4 and mail to:
PFPC Inc.
400 Bellevue Parkway, Wilmington, DE 19809
1-800-952-6666
STEP 1
A. ACCOUNT REGISTRATION
___Individual Use line 1
___Joint Account* Use lines 1&2
___For a Minor Use line 3
___For Trust, Corporation,
Other Organization or
any Fiduciary capacity
Use line 4
* Joint accounts will be joint
tenants with rights of survivorship
unless otherwise specified.
** Uniform Gifts/Transfers
to Minors Act.
Please type or print name(s) exactly as account is to be registered
1._____________________________________________________________________
First Name Middle Initial Last Name Social Security Number
2._____________________________________________________________________
First Name Middle Initial Last Name Social Security Number
3._____________________________________________________________________
Custodian's First Name Middle Initial Last Name
Custodian for_________________________________________________________
Minor's First Name Middle Initial Last Name
Under the________________ UGTMA**_____________________________________
Name of State Minor's Social Security Number
4._____________________________________________________________________
_____________________________________________________________________
(Name of corporation or organization. If a trust, include the name(s)
of trustees in which account will be registered and the name and date
of the trust instrument. An account for a pension or profit sharing plan
or trust may be registered in the name of the plan or trust itself.)
______________________________________________________________________
Tax I.D. Number Authorized Individual Title
B. MAILING ADDRESS AND TELEPHONE NUMBER
______________________________________________________________________
Street or PO Box City
_________________________________ (____)__________________________
State Zip Daytime Phone Number
Occupation:______________________ Employer:__________________________
Employer's Address:___________________________________________________
Street Address: City State Zip
Citizen or resident of: ___ U.S. Other___ ______ Check here ___ if you
are a non-U.S. citizen or resident and not subject to back-up
withholding (See certification in Step 4, Section B, below.)
C. INVESTMENT DEALER OR BROKER:
(Important - to be completed by dealer or broker)
________________________________ _________________________________
Dealer Name Branch Number
________________________________ _________________________________
Street Address Rep.Number/Name
________________________________ (_______)________________________
City State Zip Area Code Telephone
STEP 2
PURCHASES OF SHARES
A. INITIAL INVESTMENT
___ Capital Cash Management Trust(940)
___ Capital Cash U.S. Government Securities Trust(960)
1) ___ By Check
2) ___ By Wire
1) By Check: Make check payable to either: Capital
Cash Management Trust or Capital Cash U.S. Government Securities Trust
Amount of investment $ ____________ Minimum initial investment $1,000
OR
2) By Wire*:
$______________________________ From_______________________________
Name of Financial Institution
_________________________________ _______________________________
Financial Institution Account No. Branch, Street or Box#
On_______________________________ ________________________________
(Date) City State Zip
* NOTE: To insure prompt and proper crediting to your account, if you
choose this method of payment you should first telephone the Agent
(800-952-6666 toll free) and then instruct your Financial Institution
to wire funds as indicated below for the appropriate Fund:
Wire Instructions:
PNC Bank, NA
ABA No. 0310-0005-3
For further credit to (specify the Fund you are investing in)
Capital Cash Management Trust (Service Shares) A/C 85-0216-4765
Capital Cash U.S. Government Securities Trust
(Service Shares) A/C 86-1282-3418
Please include account name(s) and number (if an existing account)
or the name(s) in which the investment is to be registered (if a
new account).
(A FINANCIAL INSTITUTION IS A COMMERCIAL BANK,
SAVINGS BANK OR CREDIT UNION.)
B. DIVIDENDS
All income dividends are automatically reinvested in additional shares
at net asset value unless otherwise indicated below.
You can have any portion reinvested, with the balance paid in cash, by
indicating a percent below:
Dividends 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.
___ 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 account. To establish this program, please complete Step 4,
Sections A & B of this Application.
I/We wish to make regular monthly investments of $______ (minimum $50)
on the ___ 1st day or ___ 16th day of the month (or on the first
business day after that date).
(YOU MUST ATTACH A PRE-PRINTED DEPOSIT SLIP OR VOIDED CHECK)
B. TELEPHONE INVESTMENT
(Check appropriate box)
___ Yes ___No
This option provides you with a convenient way to add to your account
(minimum $50 and maximum $50,000) at any time you wish by simply
calling the Agent toll-free at 1-800-952-6666. 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 first 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, the Agent is
authorized to redeem sufficient shares from this account at the
then current net asset value, in accordance with the terms below:
Dollar amount of each withdrawal $____________ beginning_______________
Minimum:$50 Month/Year
Payments to be made: ___ Monthly or ___ Quarterly
Checks should be made payable as indicated below. If check is
payable to a Financial Institution for your account, indicate
Financial Institution name, address and your account number.
_______________________________________ __________________________
First Name Middle Initial Last Name Financial Institution Name
_______________________________________ __________________________
Street Financial Institution
Street Address
_______________________________________ __________________________
City State Zip City State Zip
____________________________________
Financial Institution Account Number
D. TELEPHONE EXCHANGE
(Check appropriate box)
___ Yes ___ No
This option allows you to effect exchanges among accounts in your
name within the Aquilasm Group of Funds by telephone.
TO MAKE A TELEPHONE EXCHANGE, CALL THE AGENT AT 1-800-952-6666
The Agent is authorized to accept and act upon my/our or any other
person's telephone instructions to execute the exchange of shares with
identical shareholder registration in the manner described in the
Prospectus. Except for gross negligence in acting upon such telephone
instructions, and subject to the conditions set
forth herein, I/we understand and agree to hold harmless the Agent, each
of the Aquilasm 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.
E. EXPEDITED REDEMPTION
(Check appropriate box)
___Yes ___ No
The proceeds will be deposited to your Financial Institution
account listed.
TO MAKE AN EXPEDITED REDEMPTION, CALL THE AGENT AT 1-800-952-6666
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 Trust
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
F. CHECKING ACCOUNT SERVICE
(Check appropriate box)
___ Yes ___ No
Please open a redemption checking account at PNC Bank, NA,
in my (our) name(s) as registered and send me (us) a supply of
checks. I (we) understand that this checking account will be subject
to the rules and regulations of PNC Bank, NA, pertaining
thereto and as amended from time to time. For joint account: Check
here whether either owner ___ is authorized, or all owners ___ are
required to sign checks. IF NO BOX IS CHECKED, TWO SIGNATURES WILL BE
REQUIRED ON JOINT ACCOUNTS.
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 Name of Financial Institution____________________
is maintained Street Address___________________________________
City______________________State_____ Zip_________
Name(s) and
Signature(s) of _______________________________
Depositor(s) as they (Please Print)
appear where account X_______________________________ __________
is registered (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 Trust and has received and read a current
Prospectus of the Trust and agrees to its terms.
I/We authorize the Trust 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 Trust and its agents may cancel the
purchase
transaction and are authorized to liquidate other shares or fractions
thereof held in my/our Trust 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
Trust and its agents to correct any transfer error by a debit or credit
to my/our Financial Institution account and/or Trust account and to
charge the account for any related charges.
The Trust, 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 that (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 Trust 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 Trust's
Agent.
You may cancel any feature at any time, effective 3 days after the
Agent receives written notice from you.
Either the Trust 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 Trust 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 1-800-227-4638 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 Trust's
Agent.
<PAGE>
[Inside Back Cover]
ADMINISTRATOR
Aquila Management Corporation
380 Madison Avenue, Suite 2300
New York, New York 10017
INVESTMENT ADVISER
STCM Management Company Inc.
380 Madison Avenue, Suite 2300
New York, New York 10017
DISTRIBUTOR
Aquila Distributors, Inc.
380 Madison Avenue, Suite 2300
New York, New York 10017
TRUSTEES
Lacy B. Herrmann, Chairman
Theodore T. Mason, Vice Chairman
Paul Y. Clinton
Diana P. Herrmann
Anne J. Mills
Cornelius T. Ryan
OFFICERS
Lacy B. Herrmann, President
Charles E. Childs, III, Senior Vice President
Diana P. Herrmann, Vice President
John M. Herndon, Vice President & Assistant Secretary
Rose F. Marotta, Chief Financial Officer
Richard F. West, Treasurer
Edward M.W. Hines, Secretary
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
757 Third Avenue
New York, New York 10017
COUNSEL
Hollyer Brady Smith & Hines LLP
551 Fifth Avenue
New York, New York 10176
<PAGE>
Back Cover
This Prospectus concisely states information about the Funds
that you should know before investing. A Statement of
Additional Information about the Funds (the "SAI") has been
filed with the Securities and Exchange Commission. The SAI
contains information about the Funds and their management
not included in this Prospectus. The SAI is incorporated by
reference in its entirety in this Prospectus. Only when you
have read both this Prospectus and the SAI are all material
facts about the Funds available to you.
You can get additional information about the Funds'
investments in the Funds' annual and semi-annual reports to
shareholders. In the Funds' annual report, you will find a
discussion of the market conditions and investment
strategies that significantly affected the Funds'
performance during their last fiscal year. You can get the
SAI and the Funds' annual and semi-annual reports without
charge, upon request.
In addition, you can review and copy information about the Funds
(including the SAI) at the Public Reference Room of the SEC in
Washington, D.C. Information on the operation of the SEC's Public
Reference Room is available by calling 1-202-942-8090. Reports
and other information about the Funds are also available on the
EDGAR Database on the SEC's Internet site at http://www.sec.gov.
Copies of this information can be obtained, for a duplicating
fee, by E-mail request to [email protected] or by writing to the
SEC's Public Reference Section, Washington, D.C. 20549-0102.
This Prospectus should be read and retained for future
reference
TABLE OF CONTENTS
The Cash Fund: Objective, Investment
Strategies, Main Risks......................
Risk/Return Bar Chart and Performance
Table.......................................
Fees and Expenses of the Cash Fund............
The Government Securities Fund: Objective,
Investment Strategies, Main Risks...........
Fees and Expenses of the Government
Securities Fund.............................
Management of the Funds.......................
Net Asset Value per Share.....................
Purchases ....................................
Redeeming Your Investment.....................
Distribution Arrangements.....................
Dividends.....................................
Financial Highlights..........................
Application
The file number under which the Trust is registered
with the SEC under the
Investment Company Act of 1940 is 811-2481
<PAGE>
Capital Cash Management Trust
Capital Cash Management Trust
Capital Cash U.S. Government Securities Trust
A cash management
investment
[LOGO]
PROSPECTUS
Service Shares
To receive a free copy of the SAI, the annual or the semi-
annual report, which includes information about both of the
Funds, or other information about the Funds, or to make
shareholder inquiries, call:
the Funds' Shareholder Servicing Agent at
800-952-6666 toll free
or you can write to:
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
For general inquiries and yield information, call
800-227-4638 or 212-697-6666
This Prospectus should be read and retained for future
reference
<PAGE>
CAPITAL CASH MANAGEMENT TRUST
Capital Cash Management Trust
Capital Cash U.S. Government Securities Trust
380 Madison Avenue, Suite 2300
New York, New York 10017
212-697-6666
Statement of Additional Information October 31, 2000
This Statement of Additional Information (the "SAI") is
not a Prospectus. It relates to Capital Cash Management Trust
(the "Trust") which has two separate funds, Capital Cash
Management Trust and Capital Cash U.S. Government Securities
Trust (each a "Fund" and collectively the "Funds"). There are two
Prospectuses for the Funds dated October 31, 2000: one for
Original Class Shares ("Original Shares"), the other for Service
Class Shares ("Service Shares") of the Funds. References in the
SAI to "the Prospectus" refer to either of these Prospectuses.
The SAI should be read in conjunction with the Prospectus for the
class of shares in which you are considering investing. Either or
both Prospectuses may be obtained from the Fund's Shareholder
Servicing Agent, PFPC Inc., by writing to: 400 Bellevue Parkway,
Wilmington, DE 19809 or by calling:
800-952-6666 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:
800-697-6666 toll free
Financial Statements
The financial statements for the Trust for the year ended
June 30, 2000, which are contained in the Annual Report for that
fiscal year, are hereby incorporated by reference into the SAI.
Those financial statements have been audited by KPMG LLP,
independent auditors, whose report thereon is incorporated herein
by reference. The Annual Report can be obtained without charge by
calling any of the toll-free numbers listed above. The Annual
Report will be delivered with the SAI.
TABLE OF CONTENTS
Trust History
Investment Strategies and Risks
Policies of the Funds
Management of the Funds
Ownership of Securities
Investment Advisory and Other Services
Brokerage Allocation and Other Practices
Capital Stock
Purchase, Redemption, and Pricing of Shares
Taxation of the Funds
Underwriter
Performance
Appendix A
<PAGE>
CAPITAL CASH MANAGEMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
Trust History
Capital Cash Management Trust (the "Trust") is an open-end
investment company formed in 1976 as a Massachusetts business
trust. The Trust is one of the oldest money-market mutual funds
in the United States. The Trust consists of two separate funds:
Capital Cash Management Trust (the "Cash Fund") and Capital Cash
U.S. Government Securities Trust (the "Government Securities
Fund"). They are collectively referred to as the "Funds." Until
November 1, 1999, the Trust had only one portfolio, Capital Cash
Management Trust.
Investment Strategies and Risks
The investment objective and policies of each Fund are
described in the Prospectuses, which refers to the investments
and investment methods described below.
Additional Information About the Cash Fund's Investments
Under the current management policies, the Cash Fund invests
only in the following types of obligations:
(1) U.S. Government Securities: Obligations issued or
guaranteed by the U.S. government or its agencies or
instrumentalities.
(2) Bank Obligations and Instruments Secured by Them: Bank
obligations (i) of U.S. regulated banks having total assets of at
least $1.5 billion, which may be domestic banks, foreign
branches of such banks or U.S. subsidiaries of foreign banks;
(ii) of any foreign bank having total assets equivalent to at
least $1.5 billion; or (iii) that are fully insured as to
principal by the Federal Deposit Insurance Corporation. ("Banks"
includes commercial banks, savings banks and savings and loan
associations.)
(3) Commercial Paper: Short-term corporate debt.
(4) Corporate Debt Obligations: Debt obligations issued by
corporations (for example, bonds and debentures). Debentures are
a form of unsecured debt issued by corporations.
(5) Variable Amount Master Demand Notes: Variable amount
master demand notes repayable on not more than 30 days' notice.
These notes permit the investment of fluctuating amounts by the
Cash Fund at varying rates of interest pursuant to direct
arrangements between the Cash Fund, as lender, and the borrower.
They permit daily changes in the amounts borrowed. The Cash Fund
has the right to increase the amount under the note at any time
up to the full amount provided by the note agreement, or to
decrease the amount, and the borrower may prepay up to the full
amount of the note without penalty. Variable amount master demand
notes may or may not be backed by bank letters of credit.
(6) Certain Other Obligations: Obligations other than those
listed in 1 through 5 above only if such other obligations are
guaranteed as to principal and interest by either a bank in whose
obligations the Cash Fund may invest (see 2 above) or a
corporation in whose commercial paper the Cash Fund may invest
(see 3 above). If the Cash Fund invests more than 5% of its net
assets in such other obligations, the Prospectus will be
supplemented to describe them.
(7) Repurchase Agreements: The Cash Fund may purchase
securities subject to repurchase agreements with commercial banks
and broker-dealers 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 two or more nationally recognized statistical
rating organizations ("NRSROs").
(8) When-Issued or Delayed Delivery Securities: The Cash
Fund may buy securities on a when-issued or delayed delivery
basis. The Cash Fund may not enter into when-issued commitments
exceeding in the aggregate 15% of the market value of the Cash
Fund's total assets, less liabilities other than the obligations
created by when-issued commitments. When-issued securities are
subject to market fluctuation and no interest accrues to the Cash
Fund until delivery and payment take place; their value at the
delivery date may be less than the purchase price.
Further Information About Variable Amount Master Demand
Notes
Because variable amount master demand notes are direct
lending arrangements between the lender and borrower, it is not
generally contemplated that they will be traded, and there is no
secondary market for them. They are redeemable (and thus
repayable by the borrower) at principal amount, plus accrued
interest, at any time on not more than thirty days' notice.
Except for those notes which are payable at principal amount plus
accrued interest within seven days after demand, such notes fall
within the Fund's overall 10% limitation on securities with
possible limited liquidity. There is no limitation on the type of
issuer from which these notes will be purchased; however, all
such notes must be First Tier Securities (as defined in Rule 2a-
7 under the Investment Company Act of 1940 (the "1940 Act")) and
in connection with such purchases and on an ongoing basis, STCM
Management Company, Inc. (the "Adviser") will consider the
earning power, cash flow and other liquidity ratios of the
issuer, and its ability to pay principal and interest on demand,
including a situation in which all holders of such notes make
demand simultaneously. Master demand notes as such are not
typically rated by credit rating agencies and if not so rated the
Fund may, under its minimum rating standards, invest in them only
if at the time of an investment they are determined to be
comparable in quality to rated issues in which the Fund can
invest.
Information About Insured Bank Obligations
The Federal Deposit Insurance Corporation ("FDIC")
insures the deposits of Federally insured banks and savings
institutions (collectively herein, "banks") up to $100,000. The
Cash Fund may purchase bank obligations which are fully insured
as to principal by the FDIC. To remain fully insured as to
principal, these investments must currently be limited to
$100,000 per bank; if the principal amount and accrued interest
together exceed $100,000 then the excess accrued interest will
not be insured. Insured bank obligations may have limited
marketability; unless the Board of Trustees determines that a
readily available market exists for such obligations, the Cash
Fund will invest in them only within a 10% limit for each Fund
unless such obligations are payable at principal amount plus
accrued interest on demand or within seven days after demand.
Information about Certain Other Obligations
The Cash Fund may purchase obligations other than those
listed in the Prospectus, but only if such other obligations are
guaranteed as to principal and interest by either a bank in whose
obligations the Cash Fund may invest or a corporation in whose
commercial paper it may invest. If any such guarantee is
unconditional and is itself an Eligible Security, (as defined in
Rule 2a-7), the obligation may be purchased based on the
guarantee; if any such guarantee is not unconditional, purchase
of the obligation can only be made if the underlying obligation
is an Eligible Security and meets all other applicable
requirements of Rule 2a-7. As of the date of the SAI the Cash
Fund does not own any such obligations and has no present
intention of purchasing any. Such obligations can be any
obligation of any kind so guaranteed, including, for example,
obligations created by "securitizing" various kinds of assets
such as credit card receivables or mortgages. If the Cash Fund
invests in these assets, they will be identified in the
Prospectuses and described in the SAI.
U.S. Government Securities
The Funds may invest in U.S Government securities (i.e.,
obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities), which include securities issued
by the U.S. Government, such as Treasury Bills (which mature
within one year of the date they are issued) and Treasury Notes
and Bonds (which are issued with longer maturities). All Treasury
securities are backed by the full faith and credit of the United
States.
The Funds may invest in securities of U.S. government
agencies and instrumentalities that issue or guarantee
securities. These include, but are not limited to, the Farmers
Home Administration, Federal Farm Credit System, Federal Home
Loan Banks, Federal Home Loan Mortgage Corporation, Federal
Housing Administration, Federal National Mortgage Association,
Financing Corporation, Government National Mortgage Association,
Resolution Funding Corporation, Small Business Administration,
Student Loan Marketing Association and the Tennessee Valley
Authority.
Securities issued or guaranteed by U.S. government agencies
and instrumentalities are not always supported by the full faith
and credit of the United States. Some, such as securities issued
by the Federal Home Loan Banks, are backed by the right of the
agency or instrumentality to borrow from the Treasury. Others,
such as securities issued by the Federal National Mortgage
Association, are supported only by the credit of the
instrumentality and not by the Treasury. If the securities are
not backed by the full faith and credit of the United States, the
owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to
assert a claim against the United States in the event that the
agency or instrumentality does not meet its commitment. The Funds
will invest in government securities, including securities of
agencies and instrumentalities, only if the Adviser, acting under
procedures approved by the Board of Trustees, is satisfied that
these obligations present minimal credit risks.
Portfolio Turnover
In general, the Funds will purchase securities with the
expectation of holding them to maturity. However, the Funds may
to some degree engage in short-term trading to attempt to take
advantage of short-term market variations. The Funds may also
sell securities prior to maturity to meet redemptions or as a
result of a revised management evaluation of the issuer. The
Funds will have a high portfolio turnover due to the short
maturities of the securities held, but this should not affect net
asset value or income, as brokerage commissions are not usually
paid on the securities in which the Funds invest. (In the usual
calculation of portfolio turnover, securities of the type in
which the Funds invests are excluded; consequently, the high
turnover which the Funds will have is not comparable to the
turnover of non-money-market investment companies.)
When-Issued and Delayed Delivery Securities
The Cash Fund may purchase securities on a when-issued or
delayed delivery basis. For example, delivery and payment may
take place a month or more after the date of the transaction. The
purchase price and the interest rate payable on the securities
are fixed on the transaction date. At the time that either Fund
makes a commitment to purchase securities on a when-issued or
delayed delivery basis, it will record the transaction and
thereafter reflect the value of such securities each day in
determining its net asset value. The Cash Fund will make
commitments for such when-issued transactions only when it has
the intention of actually acquiring the securities. The Cash Fund
will maintain and mark to market every business day a separate
account with portfolio securities in an amount at least equal to
such commitments. On delivery dates for such transactions, the
Cash Fund will meet its obligations from maturities or sales of
the securities held in the separate account and/or from cash
flow. If the Cash Fund chooses to dispose of any right to acquire
a when-issued security prior to its acquisition, it could, as
with the disposition of any other portfolio obligation, incur a
gain or loss due to market fluctuation. The Cash Fund may not
enter into when-issued commitments exceeding in the aggregate 15%
of the market value of its total assets, less liabilities other
than the obligations created by when-issued commitments.
Diversification and Certain Industry Requirements
The Cash Fund has a rule under which it cannot buy the
securities of issuers in any one industry if more than 25% of its
total assets would then be invested in securities of issuers of
that industry. In applying this rule to commercial paper issued
by finance subsidiaries or affiliates of operating companies, if
the business of the issuer consists primarily of financing the
activities of the related operating company, the Fund considers
the industry of the issuer to be that of the related operating
company.
Policies of the Funds
Investment Restrictions
Each Fund has a number of policies concerning what it can
and cannot do. Those policies, which are called "fundamental
policies," may not be changed unless the holders of a majority,
as defined in the 1940 Act, of the outstanding shares of that
Fund vote to change them. Under the 1940 Act, the vote of the
holders of a majority of the outstanding shares of a Fund 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 its outstanding shares.
Those fundamental policies not set forth in the Prospectus are
set forth below.
Investment Restrictions of the Cash Fund
The following restrictions on the Cash Fund's investments
are fundamental policies and cannot be changed without approval
of the shareholders of the Cash Fund.
1. The Cash Fund has diversification and anti-concentration
requirements.
The Cash Fund cannot buy the securities of any issuer if it
would then own more than 10% of the total value of all of the
issuer's outstanding securities.
The Cash Fund cannot buy the securities (not including
U.S. Government Securities) of any issuer if more than 5% of its
total assets (valued at market value) would then be invested in
securities of that issuer. In addition, Rule 2a-7 under the 1940
Act limits investment in Second Tier Securities (as defined in
the Rule) to 5% of the Cash Fund's assets in the aggregate, and
to no more than the greater of 1% of the Cash Fund's assets or
$1,000,000 in the securities of any one issuer.
As stated above, the Cash Fund cannot buy the securities
of issuers in any one industry if more than 25% of its total
assets would then be invested in securities of issuers in that
industry. U.S. Government Securities and those domestic bank
obligations and instruments of domestic banks which the Cash Fund
may purchase are considered as not included in this limit;
however, obligations of foreign banks and of foreign branches of
domestic banks are considered as included in this limit.
2. The Cash Fund can make loans only by lending securities or
entering into repurchase agreements.
The Cash Fund can buy those debt securities which it is
permitted to buy; this is investing, not making a loan. The Cash
Fund can lend its portfolio securities on a collateralized basis
up to 10% of the value of its total assets and enter into
repurchase agreements. While the Cash Fund can lend up to 10% of
its portfolio, it does not currently foresee lending more than 5%
of its portfolio. The Cash Fund will not purchase any securities
subject to a repurchase agreement if thereafter more than 10% of
its total assets would be invested in such securities subject to
repurchase agreements calling for delivery in more than seven
days. The Cash Fund may be considered as the beneficial owner of
the loaned securities in that any gain or loss in their market
price during the loan inures to the Cash Fund and its
shareholders; thus, when the loan is terminated, the value of the
securities may be more or less than their value at the beginning
of the loan.
3. The Cash Fund can borrow only in limited amounts for special
purposes.
The Cash 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 in amounts not in excess of 15% of its assets at
the time of such borrowing. Interest on borrowings would reduce
the Cash Fund's income. Except in connection with borrowings, the
Cash Fund will not issue senior securities.
Investment Restrictions of the Government Securities Fund
The following restrictions on the Government Securities
Fund's investments are fundamental policies and cannot be changed
without approval of the shareholders of the Government Securities
Fund.
1. The Government Securities Fund can make loans only by
lending securities or entering into repurchase agreements.
The Government Securities Fund can buy those debt securities
which it is permitted to buy; this is investing, not making a
loan. The Government Securities Fund can lend its portfolio
securities on a collateralized basis up to 10% of the value of
its total assets to specified borrowers (broker-dealers, banks
and certain other financial institutions) to increase its income
and enter into repurchase agreements. The Government Securities
Fund may be considered as the beneficial owner of the loaned
securities in that any gain or loss in their market price during
the loan inures to the Government Securities Fund and its
shareholders; thus, when the loan is terminated, the value of the
securities may be more or less than their value at the beginning
of the loan.
2. The Government Securities Fund can borrow only in limited
amounts for special purposes.
The Government Securities 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 Government Securities Fund's income.
The Government Securities Fund will not purchase any securities
while it has any outstanding borrowings which exceed 5% of the
value of its assets. Except in connection with borrowings, the
Government Securities Fund will not issue senior securities.
Restrictions Applicable to both of the Funds
1. The Funds invest only in certain limited securities.
Since the Funds cannot buy any securities other than those
listed under "Investment of the Trust's Assets" in the Prospectus
or under "Investment Strategies and Risks" in the SAI, the Funds
cannot buy any voting securities, any commodities or commodity
contracts, any mineral related programs or leases, any shares of
other investment companies or any warrants, puts, calls or
combinations thereof.
The Cash Fund cannot purchase or hold the securities of
any issuer if, to its knowledge, any Trustee, Director or officer
of the Fund or its Adviser individually owns beneficially more
than 0.5% of the securities of that issuer and all such Trustees,
Directors and officers together own in the aggregate more than 5%
of such securities.
The Funds cannot buy or sell real estate; however the
Cash Fund may purchase marketable securities issued by companies,
including real estate investment trusts, which invest in real
estate or interests therein.
2. Almost all of the Funds' assets must be in established
companies.
Only 5% of a Fund's total assets may be invested in
issuers less than three years old, that is, which have not been
in continuous operation for at least three years. This includes
the operations of predecessor companies.
3. The Funds do not buy for control.
The Funds cannot invest for the purpose of exercising
control or management of other companies.
4. The Funds do not sell securities they don't own or borrow
from brokers to buy securities.
Thus, they cannot sell short or buy on margin.
5. The Funds are not underwriters.
The Funds cannot invest in securities for which there are
legal or contractual restrictions on resale or underwrite
securities of other issuers except insofar as a Fund may
technically be deemed an underwriter under the Securities Act of
1933 in selling portfolio securities.
Management of the Funds
The Board of Trustees
The business and affairs of each Fund are managed under the
direction and control of its Board of Trustees. The Board of
Trustees has authority over every aspect of the Fund's
operations, including approval of the advisory agreements and
their annual renewal, the contracts with all other service
providers and payments under the Fund's Distribution Plan and
Shareholder Services Plan.
Trustees and Officers
The Trustees and officers of the Trust, their
affiliations, if any, with the Adviser or Distributor and their
principal occupations during at least the past five years are set
forth below. Each of the Trustees and officers holds the same
position with both of the Funds. Messrs. Herrmann and Mason and
Ms. Herrmann are "interested persons" of the Trust as that term
is defined in the 1940 Act as officers of the Trust; in addition
Mr. Herrmann is an officer, director and shareholder of the
Adviser and of the Distributor. As of the date of this SAI, the
Trustees and officers of the Trust owned less than 1% of the
outstanding shares of either Fund.
In the following material the Funds (together with the other
Aquila money-market funds) are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona,
Tax-Free Trust of Oregon, Tax-Free Fund of Colorado, Churchill
Tax-Free Fund of Kentucky, Narragansett Insured Tax-Free Income
Fund and Tax-Free Fund For Utah, each of which is a tax-free
municipal bond fund, are called the "Aquila Bond Funds"; and
Aquila Cascadia Equity Fund and Aquila Rocky Mountain Equity Fund
are called the "Aquila Equity Funds."
<TABLE>
<CAPTION>
<S> <C> <C>
Name, Position Business Experience
with the Trust,
Address, Age
Lacy B. Herrmann* Founder and Chairman of the Board of Aquila
Chairman of the Management Corporation, the sponsoring
Board of Trustees organization and Manager or Administrator
380 Madison Avenue and/or Adviser or Sub-Adviser to the
New York, NY Aquila Money-Market Funds, the Aquila Bond
10017 Funds and the Aquila Equity Funds,
Age: 71 and Founder, Chairman of the Board of Trustees
and (currently or until 1998) President of each
since its establishment, beginning in
1984; Director of Aquila Distributors,
Inc., distributor of the above funds,
since 1981 and formerly Vice President
or Secretary, 1981-1998; President and a
Director of STCM Management Company,
Inc., sponsor and sub-adviser to Capital
Cash Management Trust and Capital Cash
U.S. Government Securities Trust;
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.
Paul Y. Clinton Principal of Clinton Management
Trustee Associates, a financial and venture
39 Blossom Avenue capital consulting firm; formerly
Osterville, MA 02655 Director of External Affairs of Kravco
Age: 69 Corporation, a national real Estate
owner and developer, 1984-1995;
Formerly President of Essex Management
Corporation, a management and financial
consulting company, 1979-1983; Trustee
of Capital Cash Management Trust(this
Trust) since 1979, of Narragansett
Insured Tax-Free Income Fund since 1996
and of Prime Cash Fund (which is
inactive) since 1993; Trustee of Short
Term Asset Reserves 1984-1996; general
partner of Capital Growth Fund, a
venture capital partnership, 1979-1982;
President of Geneve Corp., a venture
capital fund, 1970-1978; formerly
Chairman of Woodland Capital Corp., a
small business investment company;
formerly Vice President, W.R. Grace &
Co; Director or Trustee of OCC Cash
Reserves, Inc., Oppenheimer Quest
Global Value Fund, Inc., Oppenheimer
Quest Value Fund, Inc., a series of
Quest Funds and Trustee of Quest For
Value Accumulation Trust, and of the
Rochester Group of Funds, each of which
is an open-end investment company; and
of the Oppenheimer Funds Inc. Mid-Cap
Fund.
Diana P. Herrmann* President and Chief Operating Officer of
Trustee and the Administrator since 1997, a
Vice President Director since 1984, Secretary since 1986
380 Madison Avenue and previously its Executive Vice
New York, President, Senior Vice President
NY 10017 or Vice President, 1986-1997;
Age: 42 President of various Aquila Bond and
Money-Market Funds since 1998; Assistant
Vice President, Vice President, Senior
Vice President or Executive Vice
President of Aquila Money-Market, Bond
and Equity Funds since 1986; Trustee of
a number of Aquila Money-Market, Bond
and Equity Funds since 1995; Trustee of
Reserve Money-Market Funds, 1999-2000
and of Reserve Private Equity Series,
1998-2000; Assistant Vice President and
formerly Loan Officer of European
American Bank, 1981-1986; daughter of
the Trust'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.
Theodore T. Mason* Executive Director of Louisiana Power
Partners, Trustee LLC since 1999 and of East Wind Power Partners
26 Circle Drive, since 1994; First Vice President of the
Hastings-on-Hudson, Alumni Association of SUNY Maritime College
NY 10706 (Second Vice President, 1998-2000) and
Age: 64 Director of the same organization since 1997;
Director of Cogeneration Development of
Willamette Industries, Inc., a forest
products company, 1991-1993; Vice
President of Corporate Development of
Penntech Papers, Inc., 1978-1991; Vice
President of Capital Projects for the
same company, 1977-1978; Vice Chairman
of the Board of Trustees of Capital
Cash Management Trust(this Trust) since
1981, Trustee and Vice President, 1976-
1981, and formerly Director of its
predecessor; Director of STCM
Management Company, Inc.; Vice Chairman
of the Board of Trustees and Trustee of
Prime Cash Fund (which is inactive)
since 1982; Trustee of Short Term Asset
Reserves, 1984-1986 and 1989-1996, of
Hawaiian Tax-Free Trust and Pacific
Capital Cash Assets Trust since 1984,
of Churchill Cash Reserves Trust since
1985, of Pacific Capital Tax-Free Cash
Assets Trust and Pacific Capital U.S.
Government Securities Cash Assets Trust
since 1988 and of Churchill Tax-Free
Fund of Kentucky since 1992; Trustee of
OCC Accumulation Trust and the OCC Cash
Reserves, Inc. since 1999; President
and Director of Ted Mason Venture
Associates, Inc., a venture capital
consulting firm, 1972-1980; Advisor to
the Commander, U.S. Maritime Defense
Zone Atlantic, 1984-1988; National Vice
President, Surface/Subsurface, Naval
Reserve Association, 1985-1987;
National Vice President, Budget and
Finance, for the same Association, 1983-
1985; Commanding Officer of four Naval
Reserve Units, 1974-1985; Captain,
USNR, 1978-1988.
Anne J. Mills Vice President for Business Affairs
Trustee of Ottawa University since 1992;
167 Glengarry Place IBM Corporation, 1965-1991; Budget
Castle Rock, CO Review Officer of the American
80104 Baptist Churches/USA, 1994-1997; Director
Age: 61 of the American Baptist Foundation,
1985-1996 and since 1998; Trustee of
Brown University, 1992-1999; Trustee of
Churchill Cash Reserves Trust since
1985, of Tax-Free Trust of Arizona
since 1986, of Churchill Tax-Free Fund
of Kentucky, Tax-Free Fund of Colorado
and Capital Cash Management Trust (this
Trust) since 1987 and of Tax-Free Fund
For Utah since 1994.
Cornelius T. Ryan Co-Founder and General Partner of Oxford
Trustee Ventures Partners, a group of investment
c/o Oxford Partners venture capital partnerships, since
315 Post Road West 1981 and Co-Founder and General Partner of
Westport, CT 06680 Oxford Bioscience Partners, a group of
Age: 68 venture capital partnerships specializing
in biotechnology, health care and
medical devices, since 1992; Trustee of
Capital Cash Management Trust(this
Trust) since 1976, of Prime Cash Fund
(which is inactive), 1983-1996 and of
Aquila Rocky Mountain Equity 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.
Charles E. Senior Vice President, Corporate
Childs III development, since 1998, formerly Vice
Senior Vice President, Assistant Vice President
President and Associate of the Administrator since 1987;
380 Madison Avenue Senior Vice President, Vice President
New York, NY or Assistant Vice President of the
10017 Money-Market Funds since 1988; Northeastern
Age: 43 University, 1986-1987 (M.B.A., 1987);
Financial Analyst, Unisys Corporation,
1986; Associate Analyst at National
Economic Research Associates, Inc.
(NERA), a micro-economic consulting
firm, 1979-1985.
John M. Herndon Assistant Secretary of the Aquila Money-
Vice President and Market, Bond and Equity Funds since 1995
Assistant Secretary and Vice President of the Aquila Money-
380 Madison Avenue Market Funds since 1990; Vice President of
New York, NY 10017 the Administrator since 1990; Investment
Age: 60 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.
Rose F. Marotta Chief Financial Officer of the Aquila
Chief Financial Officer Money-Market, Bond and Equity Funds
380 Madison Avenue since 1991 and Treasurer, 1981-1991;
New York, NY formerly Treasurer of the predecessor of
10017 Capital Cash Management Trust; Treasurer
Age: 76 and Director of STCM Management Company,
Inc., since 1974; Treasurer of InCap
Management Corporation since 1982, of
the Administrator since 1984 and of the
Distributor, 1985-2000.
Richard F. West Treasurer of the Aquila Money-Market,
Treasurer Bond and Equity Funds and of Aquila
380 Madison Avenue Distributors, Inc. since 1992;
New York, NY Associate Director of Furman Selz
10017 Incorporated, 1991-1992; Vice
Age: 64 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.
Lori A Vindigni Assistant Vice President of Aquila Management
Assistant Treasurer Corporation since 1998, formerly Fund Accountant
380 Madison Avenue for the Aquila Group of Investment Companies
New York, NY since 1995; Staff Officer and Fund Accountant of
10017 Citibank Global Asset Management Group of
Age: 33 Investment Companies, 1994-1995; Fund Accounting
Supervisor of Dean Witter Group of
Investment Companies, 1990-1994; BS Kean
College of New Jersey, 1990.
Edward M. W. Hines Partner of Hollyer Brady Smith & Hines
Secretary LLP, attorneys, since 1989
551 Fifth Avenue and counsel, 1987-1989; Secretary of the
New York, NY Aquila Money-Market, Bond and Equity Funds
10176 since 1982; Secretary of Trinity Liquid Assets
Age: 60 Trust, 1982-1985 and Trustee of that Trust,
1985-1986; Secretary of Oxford Cash
Management Fund, 1982-1988.
Robert W. Anderson Compliance Officer since 1998 and Assistant
Assistant Secretary and Secretary of the Aquila Money-Market Funds
Compliance Officer and the Aquila Bond and Equity Funds;
380 Madison Avenue Consultant, The Wadsworth Group, 1995-1998;
New York, NY 10017 Executive Vice President of Sheffield
Age: 60 Management Company (investment adviser and
distributor of a mutual fund group), 1986-1995.
</TABLE>
Compensation of Trustees
The Trust does not pay fees to Trustees affiliated with
the Adviser or the Administrator or to any of either Fund's
officers. During the fiscal year ended June 30, 2000, the Cash
Fund paid $10,900 in fees and reimbursement of expenses to the
Trustees and the Government Securities Fund paid $1,800. The
Funds are among the 15 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
Funds and the compensation they received during the Funds' fiscal
year from other funds in the Aquilasm Group of Funds. None of
such Trustees has any pension or retirement benefits from the
Funds or any of the other funds in the Aquila group.
<TABLE>
<CAPTION>
Compensation Compensation
from the from the
Name Cash Fund Government
Securities
Fund
<S> <C> <C>
Paul Y.
Clinton $3,550 $600
Theodore T.
Mason $0 $0
Anne J.
Mills $3,800 $600
Cornelius T.
Ryan $3,550 $600
Compensation Number of
from all boards on
Name funds in the which the
Aquilasm Trustee
Group now serves
Paul Y.
Clinton $ 9,000 3
Theodore T.
Mason $54,100 8
Anne J.
Mills $39,550 7
Cornelius T.
Ryan $ 6,750 3
</TABLE>
<TABLE>
<CAPTION>
Ownership of Securities
On October 4, 2000, the following persons held 5% or more of the
outstanding shares of the specified class. On the basis of
information received from the holder, management believes that
all of the shares held by First Utah Bank are held for the
benefit of clients.
Name and address Number of shares Percent of class
of the holder of
record
<S> <C> <C>
The Cash Fund: Original Shares
Anthony L.
Cucuzzella, M.D.
901 Westover Rd.
Wilmington, DE 193,206 shares (10.4%)
Aquila Distributors, Inc.
380 Madison Ave
New York, NY 144,466 shares (7.8%)
William J. Boyle
and Margaret M. Boyle
JTTEN
10 Canterbury Pl.
Cranford, NJ 122,474 shares (6.6%)
Michael S. Palazzolo
259 Loring Ave.
Edison, NJ 109,948 shares (5.9%)
Julie L. Freireich
5106 Golf RD
Skokie, IL 105,232 shares (5.7%)
Elizabeth B. Herrmann
6 Whaling RD
Darien, CT 99,733 shares (5.4)
Marilyn J. Sande Friedman
173 Riverside DR
New York, NY 97,905 shares (5.3%)
The Government Securities Fund: Original Shares
Aquila Management Corp.
380 Madison Ave
New York, NY 1 share (100%)
The Government Securities Fund: Service Shares
First Utah Bank
3826 South 2300 East
Salt Lake City, UT 1,663,157 (100%)
</TABLE>
The Funds' management is not aware of any person, other than
those named above, who beneficially owned 5% or more of either
class of a Fund's outstanding shares on such date.
The Trustees and officers of the Funds owned less than 1% of
the shares of each class.
Investment Advisory and Other Services
The services of STCM Management Company, Inc. (the
"Adviser") to each Fund are rendered under an Investment Advisory
Agreement between that Fund and the Adviser (together, the
"Advisory Agreements") which were most recently approved by the
shareholders of the Cash Fund in 1992 and of the Government
Securities Fund in 1999.
The Advisory Agreements of the Funds provide, subject to
the control of the Board of Trustees, for investment supervision
by the Adviser. Under each Advisory Agreement, the Adviser will
furnish information as to the Fund's portfolio securities to any
provider of fund accounting services to the Fund; will monitor
records of each Fund as to the Fund's portfolio, including
prices, maintained by such provider of such services; and will
supply at its expense, monthly or more frequently as may be
necessary, pricing of each Fund's portfolio based on available
market quotations using a pricing service or other source of
pricing information satisfactory to that Fund. Each 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.
Under each 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,
provided, however that if any Trustee is an affiliate of the
Adviser solely by reason of being a member of its Board of
Directors, the Funds' may pay compensation to such Trustee, but
at a rate no greater than the rate it pays to its other Trustees.
Under the Advisory Agreements, each Fund bears the cost of
preparing and setting in type its prospectuses, statements of
additional information, and reports to its 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 each Advisory
Agreement, all costs and expenses not expressly assumed by the
Adviser or by the Administrator under the Fund's Administration
Agreement or by the Fund's principal underwriter are paid by the
Fund. The Advisory Agreements list examples of such expenses
borne by the Funds, 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 Funds and their shares under Federal and State securities
laws, interest, taxes, and non-recurring expenses, including
litigation.
Under each Advisory Agreement, the Fund pays a fee payable
monthly and computed on the net asset value of the Fund as of the
close of business each business day at the annual rate of 0.20 of
1% of such Fund's average daily net assets.
The Adviser agrees (for the Cash Fund only) that the
above fee shall be reduced, but not below zero, by an amount
equal to its pro-rata portion (as described in the Agreement) of
the amount, if any, by which the Cash Fund's total expenses in
any fiscal year, exclusive of taxes, interest, and brokerage
fees, shall exceed the lesser of (i) 1.5% of the first $30
million of the Cash Fund's average annual net assets, plus 1% of
the Trust's average annual net assets in excess of $30 million,
or (ii) 25% of the Cash Fund's total annual investment income.
Each Advisory Agreement may be terminated by the Adviser at
any time without penalty upon giving the Fund sixty days' written
notice, and may be terminated by the Fund at any time without
penalty upon giving the Adviser sixty days' written notice,
provided that such termination by the Fund shall be directed or
approved by the vote of a majority of all its Trustees in office
at the time or by the vote of the holders of a majority (as
defined in the 1940 Act) of its voting securities at the time
outstanding and entitled to vote; it automatically terminates in
the event of its assignment (as defined).
Each Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, the Adviser is not
liable for any loss sustained by the adoption of any investment
policy or the purchase, sale or retention of any security and
permits the Adviser to act as investment adviser for any other
person, firm or corporation. Each Fund agrees to indemnify the
Adviser to the full extent permitted under the Trust's
Declaration of Trust.
Each Advisory Agreement states that it is agreed that the
Adviser shall have no responsibility or liability for the
accuracy or completeness of the Fund's Registration Statement
under the Securities Act of 1933 and the 1940 Act, except for the
information supplied by the Adviser for inclusion therein.
Each Advisory Agreement contains provisions as to the Fund's
portfolio transactions which are described under "Brokerage
Allocation and other practices," below.
The Administration Agreements
Under Administration Agreements with each Fund (the
"Administration Agreements"), Aquila Management Corporation as
Administrator, at its own expense, 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 Administrator. The Administration
Agreement went into effect with respect to the Cash Fund on
November 1, 1993. The Agreement with the Government Securities
Fund went into effect November 1, 1999.
Under the Administration Agreements, subject to the control
of the Funds' Board of Trustees, the Administrator provides all
administrative services to each Fund other than those relating to
its investment portfolio and the maintenance of its accounting
books and records. Such administrative services include but are
not limited to maintaining books and records (other than
accounting books and records) of the Funds, and overseeing all
relationships between the Funds and their transfer agent,
custodian, legal counsel, auditors and principal underwriter,
including the negotiation 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 of the
Funds and for the sale, servicing or redemption of the Funds'
shares.
Under the Administration Agreements, each Fund pays 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 0.15 of 1%
of such net asset value. The Administrator has agreed (Cash Fund
only) that the above fee shall be reduced, but not below zero, by
an amount equal to its pro-rata portion (as described in the
Agreement) of the amount, if any, by which the Cash Fund's total
expenses in any fiscal year, exclusive of taxes, interest, and
brokerage fees, shall exceed the lesser of (i) 1.5% of the first
$30 million of the Cash Fund's average annual net assets, plus 1%
of the Cash Fund's average annual net assets in excess of $30
million, or (ii) 25% of the Trust's total annual investment
income.
In addition to the foregoing expense limitation, the
Administration Agreement for the Cash Fund contains provisions
under which the Administrator agrees to waive fees and reimburse
expenses to the Cash Fund as required so that the total expenses
of the Cash Fund in any fiscal year shall not exceed 0.60 of 1%
of its average annual net assets. The payment of any fee under
the Administration Agreement to the Administrator at the end of
any month will be reduced or postponed as may be required by
reason of the expense guarantee, subject to readjustment during
the year. Any reimbursement of expense to the Cash Fund with
respect to a fiscal year will be made during or at the end of
that fiscal year, and any reimbursements made during the fiscal
year will be subject to readjustment during the year. The expense
guarantee continues from year to year after June 30, 1998,
provided, however, that upon at least six months' written notice
to the Cash Fund, the Administrator may cancel its obligation
under this expense guarantee. Upon the expiration of the expense
guarantee, any amount then outstanding thereunder shall be paid,
and thereupon neither party shall have any further liability to
the other thereunder. The expense guarantee and any outstanding
obligation thereunder shall survive the termination of the
Administration Agreement.
Advisory and Administration Fees
During the three fiscal years ended June 30, 2000, 1999
and 1998, the following fees were accrued, all of which were
waived, except as indicated. The expense limitation provisions in
the Advisory and Administration Agreements in effect would in any
event have precluded any of such fees during these years.
To the Adviser:
Cash Fund Government
Securities Fund
2000 $3,625 $3,828(1)
1999 $3,370 N/A
1998 $3,238 N/A
To the Administrator:
2000 $2,719(1) $2,871(1)
1999 $2,527(2) N/A
1998 $2,429(3) N/A
(1) The Administrator also reimbursed the Cash Fund $61,339
to comply with the expense limitation, $14,723 pursuant to the
agreement regarding total expenses of the Cash Fund and $3,639
voluntarily, totaling $79,701. The Administrator reimbursed the
Government Securities Fund $6,613. The Adviser and Administrator
waived $1,961 and $2,871 of their fees, respectively.
(2) The Administrator also reimbursed the Trust $31,563 to
comply with the expense limitation, $11,474 pursuant to the
agreement regarding total expenses of the Trust and $3,360
voluntarily, totaling $46,397.
(3) The Administrator also reimbursed the Trust $54,773 to
comply with the expense limitation, $12,988 pursuant to the
agreement regarding total expenses of the Trust and $3,237
voluntarily, totaling $70,988.
Transfer Agent, Custodian and Auditors
The Funds' Shareholder Servicing Agent (transfer agent)
is PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809.
Each Fund's Custodian is Bank One Trust Company N.A., 100
East Broad Street, Columbus, Ohio 43271; it receives, holds and
delivers the Funds' portfolio securities (including physical
securities, book-entry securities, and securities in
depositories) and money, performs related accounting functions
and issues reports to the Funds.
The Funds' auditors, KPMG LLP, 757 Third Avenue, New
York, New York 10017 perform an annual audit of the Funds'
financial statements.
Brokerage Allocation and Other Practices
During the fiscal years ended June 30, 2000, 1999 and
1998, all of the Funds' transactions were principal transactions
and no brokerage commissions were paid. Brokerage allocation and
other practices relating to brokerage are set forth in the
Advisory Agreements. Each Advisory Agreement provides that in
connection with its duties to arrange for the purchase and sale
of the Fund's portfolio securities, the Adviser shall select such
broker-dealers ("dealers") as shall, in the Adviser's judgment,
implement the policy of the Fund to achieve "best execution,"
i.e., prompt, efficient and reliable execution of orders at the
most favorable net price. The Adviser shall cause the Fund to
deal directly with the selling or purchasing principal or market
maker without incurring brokerage commissions unless the Adviser
determines that better price or execution may be obtained by
paying such commissions; the Fund expects that most transactions
will be principal transactions at net prices and that the Fund
will incur little or no brokerage costs. The Fund understands
that purchases from underwriters include a commission or
concession paid by the issuer to the underwriter and that
principal transactions placed through dealers include a spread
between the bid and asked prices. In allocating transactions to
dealers, the Adviser is authorized to consider, in determining
whether a particular dealer will provide best execution, the
dealer's reliability, integrity, financial condition and risk in
positioning the securities involved, as well as the difficulty of
the transaction in question, and thus need not pay the lowest
spread or commission available if the Adviser determines in good
faith that the amount of commission is reasonable in relation to
the value of the brokerage and research services provided by the
dealer, viewed either in terms of the particular transaction or
the Adviser's overall responsibilities as to the accounts as to
which it exercises investment discretion. If, on the foregoing
basis, the transaction in question could be allocated to two or
more dealers, the Adviser is authorized, in making such
allocation, to consider (i) whether a dealer has provided
research services, as further discussed below; and (ii) whether a
dealer has sold shares of the Fund or any other investment
company or companies having the Adviser as its investment adviser
or having the same sub-adviser, Administrator or principal
underwriter as the Fund. Such research may be in written form or
through direct contact with individuals and may include
quotations on portfolio securities and information on particular
issuers and industries, as well as on market, economic or
institutional activities. The Fund recognizes that no dollar
value can be placed on such research services or on execution
services, that such research services may or may not be useful to
the Fund and/or other accounts of the Adviser and that research
received by such other accounts may or may not be useful to the
Fund.
Limitation of Redemptions in Kind
Each 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.
Capital Stock
Description of Shares
The Business Trust issues two series of shares, each
series constituting the shares of a Fund. Each series has
separate assets and liabilities and is comprised of two classes
of shares: Original Shares and Service Shares. 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 Trust. Each share
represents an equal proportionate interest in a Fund. Income,
direct liabilities and direct operating expenses of each series
will be allocated directly to such series, and general
liabilities and expenses, if any, of the Trust will be allocated
among the series in a manner acceptable to the Board of Trustees.
Certain expenses of a series specifically allocable to a
particular class will be borne by that class; the expense of the
series not so allocated will be allocated among the classes in a
manner acceptable to the Board of Trustees and in accordance with
any applicable exemptive order or rule of the SEC. Upon
liquidation of a series, shareholders of each class of the series
are entitled to share pro-rata (subject to liabilities, if any,
allocated specifically to that class) in the net assets of that
series available for distribution to shareholders and upon
liquidation of the Trust, the respective series are entitled to
share proportionately in the assets available to the Trust after
allocation to the various series. If they deem it advisable and
in the best interests of shareholders, the Board of Trustees of
the Trust may create additional classes of shares (subject to
rules and regulations of the Securities and Exchange Commission
or by exemptive order) or 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
below with respect to potential liability of shareholders of a
Massachusetts business Trust; the holders of shares have no
pre-emptive or conversion rights.
Voting Rights
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) represented by the shares 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. 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 Trust. The Trust may be terminated (i) upon the
sale of its assets to another issuer, or (ii) upon liquidation
and distribution of the assets of the Trust, in either case if
such action is approved by the vote of the holders of a majority
of the outstanding shares of each series. If not so terminated,
the Trust will continue indefinitely. Rule 18f-2 under the 1940
Act provides that matters submitted to shareholders be approved
by a majority of the outstanding voting securities of each
series, unless it is clear that the interests of each series in
the matter are identical or the matter does not affect a series.
However, the rule exempts the selection of accountants and the
election of Trustees from the separate voting requirement.
Classes do not vote separately except that, as to matters
exclusively affecting one class (such as the adoption or
amendment of class-specific provisions of the Distribution Plan),
only shares of that class are entitled to vote.
Each Fund has two classes of shares:
Original Shares: Original Shares are offered solely to (1)
institutions for their own account or acting for investors in a
fiduciary, agency, investment advisory or custodial capacity; (2)
persons entitled to exchange into such shares under the Fund's
exchange privilege; (3) shareholders of record on November 1,
1999, the date on which the Funds first offered two classes of
shares; (4) members of entities, including membership
organizations and associations of common interest, which render
assistance in servicing of shareholder accounts or in consulting
or otherwise cooperating as to their members or others in their
area of interest and which have entered into agreements with the
Distributor under a Fund's Distribution Plan. Original Shares are
sold with no sales charge and there is no redemption fee.
Service Shares: Service Shares are offered to anyone. There
are no sales charges or redemption fees. Service Shares of each
Fund are subject to a Distribution (12b-1) fee of 0.25 of 1% of
the average annual assets of the Fund represented by Service
Shares.
The Trust is an entity of the type commonly known as a
Massachusetts business trust. Under Massachusetts law,
shareholders of a trust such as the Trust may, under certain
circumstances, be held personally liable as partners for the
obligations of the trust. However, for the protection of
shareholders, the Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of
the Trust and requires that notice of such disclaimer be given in
each agreement, obligation or instrument entered into or executed
by any Fund or the Trustees. The Declaration of Trust provides
for indemnification out of the Trust's property of any
shareholder held personally liable for the obligations of the
Trust. The Declaration of Trust also provides that the Trust
shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust 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 Trust
itself would be unable to meet its obligations. If any series or
class is unable to meet the obligations attributable to it
(which, in the case of the Trust, is a remote possibility), other
series or classes would be subject to such obligations with a
corresponding increase in the risk of the shareholder liability
mentioned in the prior sentence.
The Declaration of Trust further indemnifies the Trustees
out of the assets of each Fund and provides that they will not be
liable for errors of judgment or mistakes of fact or law; but
nothing in the Declaration of Trust protects a Trustee against
any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Purchase, Redemption and Pricing of Shares
Amortized Cost Valuation
The Funds operate under Rule 2a-7 (the "Rule") of the
Securities and Exchange Commission which permits them to value
their portfolios on the basis of amortized cost. The amortized
cost method of valuation is accomplished by valuing a security at
its cost and thereafter assuming a constant amortization rate to
maturity of any discount or premium, and does not reflect the
impact of fluctuating interest rates on the market value of the
security. This method does not take into account unrealized gains
or losses.
While the amortized cost method provides certainty in
valuation, there may be periods during which value, as determined
by amortized cost, is higher or lower than the price a Fund would
receive if it sold the instrument. During periods of declining
interest rates, the daily yield on a Fund's shares may tend to be
higher than a like computation made by a fund with identical
investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio
instruments and changing its dividends based on these changing
prices. The converse would apply in a period of rising interest
rates.
Under the Rule, each Fund's Board of Trustees must
establish, and has established, procedures (the "Procedures")
designed to stabilize at $1.00, to the extent reasonably
possible, the Fund's price per share as computed for the purpose
of sales and redemptions. Such procedures must include review of
the Fund's portfolio holdings by the Board of Trustees at such
intervals as it may deem appropriate and at such intervals as are
reasonable in light of current market conditions to determine
whether the Fund's net asset value calculated by using available
market quotations deviates from the per share value based on
amortized cost. "Available market quotations" may include actual
market quotations (valued at the mean between bid and asked
prices), estimates of market value reflecting current market
conditions based on quotations or estimates of market value for
individual portfolio instruments or values obtained from yield
data relating to a directly comparable class of securities
published by reputable sources.
Under the Rule, if the extent of any deviation between the
net asset value per share based upon "available market
quotations" (see above) and the net asset value per share based
on amortized cost exceeds $0.005, the Board of Trustees must
promptly consider what action, if any, will be initiated. When
the Board of Trustees believes that the extent of any deviation
may result in material dilution or other unfair results to
investors or existing shareholders, it is required to take such
action as it deems appropriate to eliminate or reduce to the
extent reasonably practicable such dilution or unfair results.
Such actions could include the sale of portfolio securities prior
to maturity to realize capital gains or losses or to shorten
average portfolio maturity, withholding dividends or payment of
distributions from capital or capital gains, redemptions of
shares in kind, or establishing a net asset value per share using
available market quotations. The Procedures include changes in
the dividends payable by each Fund under specified conditions, as
described below under "Computation of Daily Dividends." This
portion of the Procedures provides that actions that the Trustees
would consider under certain circumstances can be taken
automatically.
Computation of Daily Dividends
Under the Procedures that each Fund's Board of Trustees
has adopted relating to amortized cost valuation, the calculation
of each Fund's daily dividends will change under certain
circumstances from that indicated in the Prospectus. If on any
day the deviation between net asset value determined on an
amortized cost basis and that determined using market quotations
is $0.003 or more, the amount of such deviation will be added to
or subtracted from the daily dividend to the extent necessary to
reduce such deviation to within $0.003.
If on any day there is insufficient net income to absorb any
such reduction, the Board of Trustees would be required under the
Rule to consider taking other action if the deviation, after
eliminating the dividend for that day, exceeds $0.005. One of the
actions which the Board of Trustees might take could be the
elimination or reduction of dividends for more than one day.
Automatic Withdrawal Plan
If you own or purchase shares of a Fund having a net asset
value of at least $5,000 you may establish an Automatic
Withdrawal Plan under which you will receive a monthly or
quarterly check in a stated amount, not less than $50. Stock
certificates will not be issued for shares held under an
Automatic Withdrawal Plan. All dividends must be reinvested.
Shares will be redeemed on the last business day of the
month as may be necessary to meet withdrawal payments. Shares
acquired with reinvested dividends will be redeemed first to
provide such withdrawal payments and thereafter other shares will
be redeemed to the extent necessary, and, depending upon the
amount withdrawn, your principal may be depleted.
Redemption of shares for withdrawal purposes may reduce or
even liquidate the account. Monthly or quarterly payments paid to
shareholders may not be considered as a yield or income on
investment.
Exchange Privilege
There is an exchange privilege as set forth below among the
Funds and certain tax-free municipal bond funds and equity funds
(the "Bond or Equity Funds") and certain money-market funds
(together with the Trust, 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 Funds. All exchanges are subject to
certain conditions described below. As of the date of the
Prospectus, the Aquila Bond or Equity Funds are Aquila Rocky
Mountain Equity Fund, Aquila Cascadia Equity Fund, 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, Tax-Free Fund For Utah and Narragansett Insured
Tax-Free Income Fund; the Aquila Money-Market Funds are the
Funds, 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 Aquila Bond and Equity Funds offer classes of shares:
Class A Shares ("Front-Payment Shares") and Class C Shares
("Level-Payment Shares"), which can be purchased by anyone, and
Class Y Shares ("Institutional Class Shares"), which 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, and Class I Shares
("Financial Intermediary Class Shares"), which are offered only
to financial intermediaries. The Exchange Privilege has different
provisions for exchanges for each class.
Generally, you can exchange shares of a given class of a
Bond or Equity 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) 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 contingent deferred sales charge ("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.
(2) 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.
(3) 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.
The Funds, as well as the other Money-Market Funds and Bond
or Equity Funds, reserve the right to reject any exchange into
their shares, if shares of the fund into which exchange is
desired are not available for sale in your state of residence.
The Funds 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; and (ii) the aggregate net asset
value of the shares surrendered for exchange are at least equal
to the minimum investment requirements of the investment company
whose shares are being acquired.
To effect an exchange, you must complete a form which is
available from the Distributor, unless you have elected the
Telephone Exchange feature on the Application. The exchange will
be effected at the relative exchange prices of the shares being
exchanged next determined after receipt by the Distributor of a
properly completed form or Telephone 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 as described above, in which case the
exchange price of shares of the Bond or Equity Fund will be its
public offering price).
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 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
dividends paid by Pacific Capital U.S. Government Securities Cash
Assets Trust and the Government Securities Fund (which invest 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
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 or equity 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.
Transfer on Death Registration
Each of the funds in the Aquilasm Group of Funds now
permits registration of its shares in beneficiary form, subject
to the funds' rules governing Transfer on Death ("TOD")
registration, if the investor resides in a state that has adopted
the Uniform Transfer on Death Security Registration Act (a "TOD
State"; for these purposes, Missouri is deemed to be a TOD
State). This form of registration allows you to provide that, on
your death, your shares are to be transferred to the one or more
persons that you specify as beneficiaries. To register shares of
the Trust in TOD form, complete the special TOD Registration
Request Form and review the Rules Governing TOD Registration;
both are available from the Agent. The Rules, which are subject
to amendment upon 60 days' notice to TOD account owners, contain
important information regarding TOD accounts with the Funds; by
opening such an account you agree to be bound by them, and
failure to comply with them may result in your shares' not being
transferred to your designated beneficiaries. If you open a TOD
account with a Fund that is otherwise acceptable but, for
whatever reason, neither the Fund nor the Transfer Agent receives
a properly completed TOD Registration Request Form from you prior
to your death, the Funds reserve the right not to honor your TOD
designation, in which case your account will become part of your
estate.
You are eligible for TOD registration only if, and as
long as, you reside in a TOD State. If you open a TOD account and
your account address indicates that you do not reside in a TOD
State, your TOD registration will be ineffective and the Funds
may, in their discretion, either open the account as a regular
(non-TOD) account or redeem your shares. Such a redemption may
result in a loss to you and may have tax consequences. Similarly,
if you open a TOD account while residing in a TOD State and later
move to a non-TOD State, your TOD registration will no longer be
effective. In both cases, should you die while residing in a
non-TOD State the Funds reserve the right not to honor your TOD
designation. At the date of this SAI, most states are TOD States.
Distribution Plan
Each Fund has adopted a Distribution Plan under Rule
12b-1 ("Rule 12b-1") under the 1940 Act; all have substantially
the same terms. In the following material the "Plan" means the
Plan of either Fund. Rule 12b-1 provides in substance that an
investment company may not engage directly or indirectly in
financing any activity which is primarily intended to result in
the sale of its shares except pursuant to a plan adopted under
Rule 12b-1. The Plan is in two parts.
The Plan states that while it is in effect, the selection
and nomination of those Trustees of any 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.
Part I of the Plan
Part I of the Plan is designed to protect against any claim
involving the Fund that the administration fee and some of the
expenses which the Fund pays or may pay come within the purview
of Rule 12b-1. No Fund considers such fee or any payment
enumerated in Part I of the Plan as so financing any such
activity. However, it might be claimed that such fee and some of
the expenses a Fund pays come within the purview of Rule 12b-1.
If and to the extent that any payments (including fees)
specifically listed in Part I of the Plan are considered to be
primarily intended to result in or are indirect financing of any
activity which is primarily intended to result in the sale of a
Fund's shares, these payments are authorized under the Plan.
As used in Part I of the Plan, "Qualified Recipients" means
(i) any principal underwriter or underwriters of the Fund (other
than a principal underwriter which is an affiliated person, or an
affiliated person of an affiliated person, of the Administrator)
and (ii) broker-dealers or others selected by Aquila Management
Corporation (the "Administrator") with which it or a Fund has
entered into written agreements ("Plan Agreements") and which
have rendered assistance (whether direct, administrative or both)
in the distribution and/or retention of a Fund's shares or
servicing shareholder accounts. "Qualified Holdings" means, as to
any Qualified Recipient, all Fund shares beneficially owned by
such Qualified Recipient or by one or more customers (brokerage
or other) or other contacts and/or its investment advisory or
other clients, if the Qualified Recipient was, in the sole
judgment of the Administrator, instrumental in the purchase
and/or retention of such Fund shares and/or in providing
administrative assistance in relation thereto.
The Plan permits the Administrator to make payments
("Administrator's Permitted Payments") to Qualified Recipients.
These Administrator's Permitted Payments are made by the
Administrator and are not reimbursed by the Fund to the
Administrator. Permitted Payments may not exceed, for any fiscal
year of a Fund (pro-rated for any fiscal year which is not a full
fiscal year), 0.10 of 1% of the average annual net assets of that
Fund. The Administrator shall have sole authority (i) as to the
selection of any Qualified Recipient or Recipients; (ii) not to
select any Qualified Recipient; and (iii) to determine the amount
of Administrator's Permitted Payments, if any, to each Qualified
Recipient, provided that the total Administrator's Permitted
Payments to all Qualified Recipients do not exceed the amount set
forth above. The Administrator 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; 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. The Plan states that
whenever the Administrator bears the costs, not borne by a Fund's
Distributor, of printing and distributing all copies of the
Fund's prospectuses, statements of additional information and
reports to shareholders which are not sent to the Fund's
shareholders, or the costs of supplemental sales literature and
advertising, such payments are authorized.
Part I of the Plan recognizes that, in view of the
Administrator's Permitted Payments and bearing by the
Administrator of certain distribution expenses, the profits, if
any, of the Administrator are dependent primarily on the
administration fees paid by the Fund to the Administrator and
that its profits, if any, would be less, or losses, if any, would
be increased due to such Administrator's Permitted Payments and
the bearing by it of such expenses. If and to the extent that any
such administration fees paid by the Fund might, in view of the
foregoing, be considered as indirectly financing any activity
which is primarily intended to result in the sale of shares
issued by the Fund, the payment of such fees is authorized by
Part I of the Plan.
Part I of the Plan also states that if and to the extent
that any of the payments by the fund 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.
Part I of the Plan states that while Part I is in effect,
the Fund's Administrator shall report at least quarterly to the
Fund's Trustees in writing for its review on the following
matters: (i) all Administrator's Permitted Payments made to
Qualified Recipients, the identity of the Qualified Recipient of
each Payment and the purpose for which the amounts were expended;
(ii) all costs of each item specified in the second preceding
paragraph (making estimates of such costs where necessary or
desirable) during the preceding calendar or fiscal quarter; and
(iii) all fees of the Fund to the Administrator paid or accrued
during such quarter.
Part I of 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. Part I of the Plan, unless
terminated as provided below, continues in effect from year to
year 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. In voting on the
implementation or continuance of Part I of the Plan, those
Trustees who vote to approve such implementation or continuance
must conclude that there is a reasonable likelihood that Part I
of the Plan will benefit the Fund and its shareholders. Part I of
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. Part I of 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 Part I of the Plan.
Part I of the Plan states that in the case of a Qualified
Recipient which is a principal underwriter of the Fund the 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, Rule
12b-1. The Plan also states that in the case of Qualified
Recipients which are not principal underwriters of the Fund, the
Plan Agreements with them shall be the agreements with the
Administrator with respect to payments under Part I of the Plan.
Under Rule 12b-1, all agreements related to implementation
of a plan must be in writing and must contain specified adoption
and continuance requirements, including a requirement that they
terminate automatically on their "assignment," as that term is
defined in the 1940 Act. The other adoption and continuance
requirements as to such agreements are the same as those
described above as to Part I of the Plan itself except that: (i)
no shareholder action is required for the approval of such
agreements, and (ii) termination by Trustee or shareholder action
as there described may be on not more than 60 days' written
notice. The Plan Agreement between the Fund and the Administrator
is governed by the foregoing requirements.
The formula under which the payments described above may be
made under Part I of the Plan by the Administrator was arrived at
by considering a number of factors. One of such factors is that
such payments are designed to provide incentives for Qualified
Recipients (i) in the case of Qualified Recipients which are
principal underwriters, to act as such and (ii) in the case of
all Qualified Recipients, to devote substantial time, persons and
effort to the sale of the shares of the Fund. Another factor is
that such payments by the Administrator to Qualified Recipients
may provide the only incentive for Qualified Recipients to do so;
there is no sales charge on the sale of the Fund's shares and,
although Part II of the Plan, as discussed below, permits certain
payments by the Fund to persons providing distribution and/or
shareholder service assistance, those payments are permitted only
in connection with one of the Fund's two classes of shares.
Part II of the Plan
Part II of the Plan authorizes payment of certain
distribution or service fees by the Fund in connection with
Service Shares of the Fund.
As used in Part II of the Plan, "Designated Payees" means
(i) any principal underwriter or underwriters of the Fund and
(ii) broker-dealers or others selected by Aquila Distributors,
Inc. (the "Distributor") with which it or the Fund has entered
into written agreements ("Distributor's Plan Agreements") and
which have rendered assistance (whether direct, administrative or
both) in the distribution and/or retention of shares of the
specified class or servicing shareholder accounts with respect to
those shares. "Qualified Holdings" means, as to any Designated
Payee, all Service Shares beneficially owned by such Designated
Payee or by one or more customers (brokerage or other) or other
contacts and/or its investment advisory or other clients, if the
Designated Payee was, in the sole judgment of the Distributor,
instrumental in the purchase and/or retention of such shares
and/or in providing administrative assistance in relation
thereto.
Part II of the Plan permits the Fund to make payments
("Fund's Permitted Payments") to Designated Payees. These Fund's
Permitted Payments are made by the Fund directly or through the
Distributor and may not exceed, for any fiscal year of the Fund,
0.25 of 1% of the average annual net assets of the Fund
represented by the Service Shares class of Fund shares. Such
payments are to be made out of the Fund assets allocable to
Service Shares. For any fiscal year, the amounts paid under the
Plan to any Designated Payee when added to any amounts paid to
the same Payee in respect of the same Qualified Holdings under
the Trust's Shareholder Services Plan, shall not exceed in the
aggregate 0.25 of 1% of the average annual net asset value of
such Qualified Holdings. Appropriate adjustments shall be made
for any part or parts of a fiscal year during which payments
under this Part II of the Plan are not accruable or for any
fiscal year which is not a full fiscal year. The Distributor
shall have sole authority (i) as to the selection of any
Designated Payee or Payees; (ii) not to select any Designated
Payee; and (iii) to determine the amount of Fund's Permitted
Payments, if any, to each Designated Payee, provided that the
total Fund's Permitted Payments to all Designated Payees 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 Designated Payee; (b) the extent to
which the Designated Payee has, at its expense, taken steps in
the shareholder servicing area; and (c) the possibility that the
Qualified Holdings of the Designated Payee would be redeemed in
the absence of its selection or continuance as a Designated
Payee. The Distributor is also authorized, but not directed, to
take into account, in addition to any other factors deemed
relevant by it, the following: providing facilities to answer
questions from prospective investors about the Trust and its
Portfolios; receiving and answering correspondence, including
requests for prospectuses and statements of additional
information; preparing, printing and delivering prospectuses and
shareholder reports to prospective shareholders; complying with
federal and state securities laws pertaining to the sales of
Trust shares; and assisting investors in completing application
forms and selecting dividend and other account options.
Designated Payees may also provide their endorsement of the Fund
to their clients, members or customers as an inducement to invest
in the Fund. Notwithstanding the foregoing two sentences, a
majority of the Independent Trustees (as defined below) may
remove any person as a Designated Payee.
Part II of the Plan states that while Part II is in effect,
the Distributor shall report at least quarterly to the Fund's
Trustees in writing for its review on the following matters: (i)
all Fund's Permitted Payments made to Designated Payees, the
identity of the Designated Payee of each Payment and the purpose
for which the amounts were expended; and (ii) all fees of the
Fund to the Distributor, sub-adviser or Administrator paid or
accrued during such quarter.
Part II of the Plan, unless terminated as provided below,
continues in effect from year to year 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. In voting on the implementation or continuance of
Part II of the Plan, those Trustees who vote to approve such
implementation or continuance must conclude that there is a
reasonable likelihood that Part II of the Plan will benefit the
Fund and its shareholders. Part II of 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 Service
Shares class. Part II of 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 Part II of the Plan.
Part II of the Plan states that in the case of a
Designated Payee which is a principal underwriter of the Fund,
the Distributor's 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, Rule 12b-1. The Plan also states that in
the case of Designated Payees which are not principal
underwriters of the Fund, the Distributor's Plan Agreements with
them shall be the agreements with the Distributor with respect to
payments under Part II of the Plan.
During the three fiscal years ended June 30, 2000, 1999
and 1998, no or only nominal payments were made under the former
distribution plan, then in effect, under what is currently
designated Part I, and under Part I or Part II of the Plan.
Shareholder Services plan
Each Fund has adopted a Shareholder Services Plan to provide
for the payment by the Service Shares of the Trust of "service
fees" within the meaning of Rule 2830 of the Conduct Rules of the
National Association of Securities Dealers, Inc. The Plan applies
only to shares of the class denominated Service Shares
(regardless of whether such class is so designated or is
redesignated by some other name). Both Plans have the same terms
and are referred to as the "Plan."
Provisions for Service Shares (Part I)
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 the Distributor and any other principal underwriter of the
Trust, who have, pursuant to written agreements with the Trust or
the Distributor, agreed to provide personal services to holders
of Service Shares and/or maintenance of Service Shares
shareholder accounts. "Qualified Holdings" shall mean, as to any
Qualified Recipient, all Service Shares beneficially owned by
such Qualified Recipient's customers, clients or other contacts.
"Administrator" shall mean Aquila Management Corporation, or any
successor serving as administrator of the Fund.
Subject to the direction and control of the Board of
Trustees of the Trust, 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 this Part I of 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 Service Shares. Such payments shall be made
only out of the Fund assets allocable to the Service Shares. For
any year, the amounts paid under the Plan to any Qualified
Recipient, when added to any amounts paid to the same Qualified
recipient in respect of the same Qualified Holdings under the
Fund's Distribution Plan shall not exceed in the aggregate 0.25
of 1% of the average annual net asset value of such Qualified
Holdings. 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 such 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 Service
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 Service 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 payments were made under the plan for the fiscal year
ended June 30, 2000. The Plan was not in effect during the fiscal
years ended June 30, 1999 or 1998.
General Provisions (Part II)
While the Plan is in effect, the Trust's Distributor
shall report at least quarterly to the Trust's Trustees in
writing for their review on the following matters: (i) all
Service Fees paid under the Plan, the identity of the Qualified
Recipient of each payment, and the purposes for which the amounts
were expended; and (ii) all fees of the Fund to the Distributor
paid or accrued during such quarter. In addition, if any
Qualified Recipient is an "affiliated person," as that term is
defined in the 1940 Act, of the Fund, the Administrator, the
Distributor, or the investment adviser or sub-adviser of the
Fund, such person shall agree to furnish to the Distributor for
transmission to the Board of Trustees of the Trust 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 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 Trust
and had no direct or indirect financial interest in the operation
of the Plan or in any agreements related to this Plan (the
"Independent Trustees"), with votes cast in person at a meeting
called for the purpose of voting on the Plan. It will continue
in effect for a period of more than one year from its 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 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 Plan is in effect, the selection and nomination of
those Trustees of the Trust who are not "interested persons" of
the Trust, as that term is defined in the 1940 Act, shall be
committed to the discretion of such disinterested Trustees.
Nothing herein 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.
Taxation of the Trust
Each Fund, during its last fiscal year, qualified and
intends to continue to qualify under subchapter M of the Internal
Revenue Code; if so qualified it will not be liable for Federal
income taxes on amounts distributed by the Fund.
Underwriter
Aquila Distributors, Inc. acts as each Fund's principal
underwriter in the continuous public offering of each Fund's
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 None None None None
Distributors
Inc.
The Distributor currently handles the distribution of the
shares of fifteen funds (six money-market funds, seven tax-free
municipal bond funds and two equity funds), including the Funds.
Under the Distribution Agreement, the Distributor is responsible
for the payment of certain printing and distribution costs
relating to prospectuses and reports as well as the costs of
supplemental sales literature, advertising and other promotional
activities.
The shares of the Distributor are owned 72% by Mr.
Herrmann and other members of his immediate family, 24% by Diana
P. Herrmann and the balance by a former officer of the
Distributor.
Performance
From time to time, each Fund may advertise its "current
yield" and its "effective yield" (also referred to as "effective
compound yield"). Both yield figures are based on historical
earnings and are not intended to indicate future performance. The
current yield of a Fund refers to the net income generated by an
investment in that Fund over a stated seven-day period. This
income is then "annualized". That is, the amount of income
generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a
percentage of the investment. Each Fund may also advertise or
quote its effective yield, which is calculated similarly, but,
when annualized, the income earned by an investment in a Fund is
assumed to be reinvested. The effective yield will be slightly
higher than the current yield because of the compounding effect
of this assumed reinvestment.
In addition, each Fund may also compare its performance to
other income-producing securities such as (i) money-market funds;
(ii) various bank products, including both those that are insured
(e.g., deposit obligations) and those that are not (e.g.,
investment instruments offered by affiliates of banks); and (iii)
U.S. Treasury Bills or Notes. There are differences between these
income-producing alternatives and each Fund other than their
yields, some of which are summarized below.
The yield of each Fund is not fixed and will fluctuate. In
addition, your investment is not insured and its yield is not
guaranteed. There can be no assurance that a Fund will be able to
maintain a stable net asset value of $1.00 per share. Although
the yields of bank money-market deposit accounts and NOW accounts
will fluctuate, principal will not fluctuate and is insured by
the Federal Deposit Insurance Corporation up to $100,000. Bank
passbook savings accounts normally offer a fixed rate of
interest, and their principal and interest are also guaranteed
and insured. Bank certificates of deposit offer fixed or variable
rates for a set term. Principal and fixed rates are guaranteed
and insured. There is no fluctuation in principal value.
Withdrawal of these deposits prior to maturity will normally be
subject to a penalty. Investment instruments, such as repurchase
agreements and commercial paper, offered by affiliates of banks
are not insured by the Federal Deposit Insurance Corporation. In
comparing the yields of one money-market fund to another,
consideration should be given to each fund's investment policy,
portfolio quality, portfolio maturity, type of instruments held
and operating expenses.
<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.
