UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-2481
Capital Cash Management Trust
(Exact name of Registrant as specified in charter)
380 Madison Avenue
New York, New York 10017
(Address of principal executive offices) (Zip code)
Joseph P. DiMaggio
380 Madison Avenue
New York, New York 10017
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 697-6666
Date of fiscal year end: 12/31
Date of reporting period: 12/31/04
FORM N-CSR
ITEM 1. REPORTS TO STOCKHOLDERS.
CAPITAL CASH MANAGEMENT TRUST
ANNUAL
REPORT
DECEMBER 31, 2004
PRIVACY NOTICES (UNAUDITED)
CAPITAL CASH MANAGEMENT TRUST
OUR PRIVACY POLICY. In providing services to you as an individual who owns or is
considering investing in shares of the Trust we collect certain non-public
personal information about you. Our policy is to keep this information strictly
safeguarded and confidential, and to use or disclose it only as necessary to
provide services to you or as otherwise permitted by law. Our privacy policy
applies equally to former shareholders and persons who inquire about a fund.
INFORMATION WE COLLECT. "Non-public personal information " is personally
identifiable financial information about you as an individual or your family.
The kinds of non-public personal information we have about you may include the
information you provide us on your share purchase application or in telephone
calls or correspondence with us, and information about your fund transactions
and holdings, how you voted your shares and the account where your shares are
held.
INFORMATION WE DISCLOSE. We disclose non-public personal information about you
to companies that provide necessary services to us, such as the Trust's transfer
agent, distributor, investment adviser or sub-adviser, as permitted or required
by law, or as authorized by you. Any other use is strictly prohibited. We do not
sell information about you or any of our fund shareholders to anyone.
HOW WE SAFEGUARD YOUR INFORMATION. We restrict access to non-public personal
information about you to only those persons who need it to provide services to
you or who are permitted by law to receive it. We maintain physical, electronic
and procedural safeguards to protect the confidentiality of all non-public
personal information we have about you.
If you have any questions regarding our Privacy Policy, please contact us at
1-800-437-1020.
AQUILA DISTRIBUTORS, INC.
AQUILA INVESTMENT MANAGEMENT LLC
This Privacy Policy also has been adopted by Aquila Distributors, Inc. and
Aquila Investment Management LLC and applies to all non-public information about
you that each of these companies may obtain in connection with services provided
to the Trust or to you as a shareholder of the Trust.
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholder of
Capital Cash Management Trust:
We have audited the accompanying statement of assets and liabilities of the
Capital Cash Management Trust (the Fund), as of December 31, 2004, and the
related statements of operations for the year ended June 30, 2004 and the six
months ended December 31, 2004, the statements of changes in net assets for each
of the years in the two year period ended June 30, 2004 and for the period July
1, 2004 through December 31, 2004, and the financial highlights for each of the
years in the five year period ended June 30, 2004 and for the period July 1,
2004 through December 31, 2004. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and financial highlights. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Capital Cash Management Trust as of December 31, 2004, the results of its
operations, the changes in net assets, and the financial highlights for the
aforementioned periods, in conformity with U.S. generally accepted accounting
principles.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
New York, New York
February 18, 2005
CAPITAL CASH MANAGEMENT TRUST
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2004
ASSETS:
Cash $4,272
----------
Total Assets 4,272
----------
LIABILITIES:
Accrued expenses and 3,271
other
----------
Total 3,271
Liabilities
----------
NET ASSETS (equivalent to $1.00 per share
on
1,001 shares
outstanding) $ 1,001
=====
NET ASSETS CONSIST OF:
Capital Stock - Authorized an unlimited number of shares,
par value $0.01 per share $ 10
Additional paid-in capital 1,006
Accumulated net realized loss on (15)
investments
-----------
$ 1,001
======
SHARES OF BENEFICIAL INTEREST:
Original Shares Class:
Net Assets $ 1,001
=====
Shares outstanding
1,001
====
Net asset value per $1.00
share
====
See accompanying notes to financial statements.
CAPITAL CASH MANAGEMENT TRUST
STATEMENTS OF OPERATIONS
Period Year
Ended Ended
December 31, June 30,
2004 2004
INVESTMENT INCOME:
Interest income - $9,060
-------- --------
EXPENSES:
Investment Adviser - 1,787
fees - 1,339
Administrator - 18,554
fees - 11,168
Legal - 9,180
fees - 2,039
Trustees' fees and - 1,824
expenses - 625
Auditing and - 600
tax - 477
Custodian - 71
fees - 3,983
Registration fees and
dues
Shareholders'
reports
Taxes
Transfer and shareholder servicing agent
fees
Insurance
Miscellaneous
-------- ----------
Total expenses - 51,647
Investment Advisory fees waived - (1,787)
- (1,339)
Administration fees - (46,220)
waived - (36)
Reimbursement of expenses by Administrator
Expenses paid
indirectly
-------- ----------
Net - 2,265
expenses
-------- ----------
Net investment - 6,795
income
-------- ----------
Net increase in net assets resulting from - $ 6,795
operations
====== ======
See accompanying notes to financial statements.
CAPITAL CASH MANAGEMENT TRUST
STATEMENTS OF CHANGES IN NET ASSETS
Period Ended Year Ended Year Ended
December 31, 2004 June 30, 2004 June 30, 2003
----------------- ----------------- ----------------
INCREASE (DECREASE) IN NET ASSETS OPERATIONS:
Net investment income............................ $- $ 6,795 $19,894
Net realized loss from securities
transactions..................................... - - -
---------- ----------- -----------
Change in net assets resulting from
operations....................................... - 6,795 19,894
---------- ----------- -----------
Change in net assets resulting from
operations....................................... - 6,7951 19,894
---------- ----------- -----------
DIVIDENDS TO SHAREHOLDERS
FROM NET INVESTMENT INCOME:
Original Shares.................................. - (6,795) (19,894)
---------- ----------- -----------
CAPITAL SHARE TRANSACTIONS
(at $1.00 per share):
Proceeds from shares sold:
Original Shares................................... - 4,109,574 4,112,943
Reinvested dividends and distributions:
Original Shares................................... - 6,214 21,466
Cost of shares redeemed:
Original Shares........................... - (5,878,653) (3,925,694)
---------- ----------- -----------
Change in net assets from capital share
transactions...................................... - (1,762,865) 208,715
---------- ----------- -----------
Total change in net assets - (1,762,865) 208,715
NET ASSETS:
Beginning of period................................... 1,001 1,763,866 1,555,151
---------- ----------- -----------
End of period......................................... $1,001 $1,001 $1,763,866
====== ========= =========
See accompanying notes to financial statements.
CAPITAL CASH MANAGEMENT TRUST
NOTES TO FINANCIAL STATEMENTS
A. Capital Cash Management Trust (the "Trust") is a Massachusetts business trust
established on August 20, 1976 as a successor to the money-market fund, the STCM
Corporation, which commenced operations on July 8, 1974. It is registered under
the Investment Company Act of 1940 (the "1940 Act") as an open-end investment
company. The Fund ceased operations on December 2, 2003 inasmuch as all shares
outstanding, except for 1,001 shares owned by Aquila Management Corporation
(which have been subsequently transferred to its wholly-owned subsidiary, Aquila
Investment Management LLC) were redeemed by shareholders. Although the Fund is
not conducting a public offering of its shares, it will continue to exist as a
Massachusetts Business Trust and maintain its registration as an investment
company. Administrative expenses incurred in connection herewith, have now been
assumed by Aquila Investment Management LLC.
On December 4, 2003, the Board of Trustees approved a change in the Fund's
fiscal year end from June 30th to December 31st.
B - Since inception, the Fund has qualified as a regulated investment company by
complying with the provisions of the Internal Revenue Code applicable to certain
investment companies. The Fund made distributions of income and securities gains
sufficient to relieve it from all, or substantially all, Federal income and
excise taxes.
Proxy Voting Record. As the Fund is closed, the Fund had no portfolio
securities. Therefore, there were no matters relating to a portfolio security
considered at any shareholder meeting held during the 12 months ended June 30,
2004 with respect to which the Fund was entitled to vote. Applicable regulations
require us to inform you that the foregoing proxy voting information is
available on the SEC website at http://www.sec.gov.
CAPITAL CASH MANAGEMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
Period
Ended
December 31, Year Ended June 30,
2004* 2004 2003 2002 2001 2000
Net asset value, beginning of period
$1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
Income from investment
operations:
Net investment income - .0032 0.0107 0.0194 0.0540 0.0524
Less distributions:
Dividends from net Investment income - (.0032) (0.0107) (0.0194) (0.0540) (0.0524)
Net asset value,
end of period $1.0000 $1.0000 $1.0000 $1.0000 $1.0000 $1.0000
Total return - 0.32% 1.08% 1.96% 5.54% 5.37%
Ratios/supplemental data
Net assets, end of
period (in thousands) $1 $1 $1,764 $1,555 $2,076 $1,699
Ratio of expenses
to average net assets - 0.26% 0.39% 0.41% 0.40% 0.41%
Ratio of net investment
income to average
net assets - 0.75% 1.03% 1.97% 5.40% 5.24%
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 - 5.75% 4.86% 3.47% 3.45% 5.14%
Ratio of net investment
income (loss) to
average net assets - (4.74)% (3.43)% (1.09)% 2.35% 0.50%
The expense ratios after giving effect to the waivers, reimbursements and expense offset for uninvested cash
balances were:
Ratio of expenses
to average net assets - 0.25% 0.36% 0.40% 0.40% 0.40%
.........
* The Trust had no operations during the period.
See accompanying notes to financial statements
Additional Information (Unaudited)
Information about
Trustees and Officers
Number of
Positions Held Portfolios Other Directorships
with in Fund Held by Trustee
Trust and Complex(3) (The position held is a
Name, Address(1) Length of Principal Occupation(s) Overseen directorship unless
and Date of Birth Service(2) During Past 5 Years by Trustee indicated otherwise.)
Interested
Trustees(4)
Lacy B. Herrmann Founder and Founder and Chairman of the 12 Director or trustee Pimco
New York, NY Chairman of Board, Aquila Management Advisors VIT, Oppenheimer Quest
the Board of Corporation, the sponsoring Value Funds Group, Oppenheimer
(05/12/29) Trustees since organization and parent of the Small Cap Value Fund,
1976 Manager or Administrator and/or Oppenheimer Midcap Fund, and
Adviser or Sub-Adviser to each Oppenheimer Rochester Group of
fund of the Aquilasm Group of Funds.
Funds,(5) Chairman of the
Manager or Administrator and/or
Adviser or Sub-Adviser to each
since 2004, and Founder,
Chairman of the Board of
Trustees, Trustee and (currently
or until 1998) President of each
since its establishment,
beginning in 1984, except
Chairman of the Board of
Trustees of Hawaiian Tax-Free
Trust, Pacific Capital Cash
Assets Trust, Pacific Capital
Tax-Free Cash Assets Trust and
Pacific Capital U.S. Government
Securities Cash Assets Trust
through 2003, Trustee until 2004
and Chairman of the Board,
Emeritus since 2004; Director of
the Distributor since 1981 and
formerly Vice President or
Secretary, 1981-1998; Trustee
Emeritus, Brown University and
the Hopkins School; active in
university, school and
charitable organizations.
Non-interested
Trustees
Theodore T. Mason Trustee since Executive Director, East Wind 10 Trustee, Pimco Advisors VIT.
New York, NY 2004 Power Partners LTD since 1994
(11/24/35) and Louisiana Power Partners,
1999-2003; Treasurer, Alumni
Association of SUNY Maritime
College since 2004 (President,
2002-2003, First Vice President,
2000-2001, Second Vice
President, 1998-2000) and
director of the same
organization since 1997;
Director, STCM Management
Company, Inc., 1973-2004; twice
national officer of Naval
Reserve Association, commanding
officer of four naval reserve
units and Captain, USNR (Ret);
director, The Navy League of the
United States New York Council
since 2002; trustee, The
Maritime Industry Museum at Fort
Schuyler, 2000-2004, and the
Maritime College at Fort
Schuyler Foundation, Inc. since
2000.
John J. Partridge Trustee since Founding Partner, Partridge, 6 None
Providence, RI 2004 Snow & Hahn, LLP, a law firm,
(05/05/40) Providence, Rhode Island, since
1988; director of various
educational, civic and
charitable organizations,
including Greater Providence
Chamber of Commerce and Memorial
Hospital of Rhode Island.
Cornelius T. Ryan Trustee Founder and General Partner, 5 Director of Neuberger &
East Norwalk, CT and since 1976 Oxford Ventures Partners, a Berman Equity Funds.
Sun Valley, ID group of investment venture
(11/14/31) capital partnerships, since 1981
and Founder and General Partner,
Oxford Bioscience Partners, a
group of venture capital
partnerships focused on life
sciences, genomics, healthcare
information technology and
medical devices, since 1991.
Officers
Diana P. Herrmann President Vice Chair and Chief Executive N/A N/A
New York, NY since 2002 Officer of Aquila Management
(02/25/58) Corporation, Founder of the
Aquilasm Group of Funds and
parent of Aquila Investment
Management LLC, Administrator
since 2004, President and Chief
Operating Officer since 1997, a
Director since 1984, Secretary
since 1986 and previously its
Executive Vice President, Senior
Vice President or Vice
President, 1986-1997; Chief
Executive Officer and Vice Chair
since 2004 and President, Chief
Operating Officer and Manager of
the Administrator since 2003;
Vice Chair, President, Executive
Vice President or Senior Vice
President of funds in the
Aquilasm Group of Funds since
1986; Director of the
Distributor since 1997; trustee,
Reserve Money-Market Funds,
1999-2000 and Reserve Private
Equity Series, 1998-2000;
Governor, Investment Company
Institute (2004) and head of its
Small Funds Committee since
2004; active in charitable and
volunteer organizations.
Robert W. Anderson Chief Chief Compliance Officer of the N/A N/A
Compliance Trust, the Administrator and the
New York, NY (08/23/40) Officer since Distributor since 2004,
2004 Compliance Officer of the
Administrator or its predecessor
and current parent since 1998
and Assistant Secretary of the
Aquilasm Group of Funds since
2000; Consultant, The Wadsworth
Group, 1995-1998.
Joseph P. DiMaggio Chief Chief Financial Officer of the N/A N/A
New York, NY Financial Aquilasm Group of Funds since
(11/06/56) Officer since 2003 and Treasurer since 2000;
2003 and Controller, Van Eck Global
Treasurer Funds, 1993-2000.
since 2000
Edward M. W. Hines Secretary Partner, Hollyer Brady Barrett & N/A N/A
New York, NY since 1982 Hines LLP, legal counsel to the
(12/16/39) Trust, since 1989; Secretary of
the Aquilasm Group of Funds.
John M. Herndon Assistant Assistant Secretary of the N/A N/A
New York, NY (12/17/39) Secretary Aquilasm Group of Funds since
since 1995 1995 and Vice President of the
three Aquila Money-Market Funds
since 1990; Vice President of
the Administrator or its
predecessor and current parent
since 1990.
(1) The mailing address of each Trustee and officer is c/o Capital Cash
Management Trust, 380 Madison Avenue, New York, NY 10017.
(2) Because the Trust does not hold annual meetings, each Trustee holds office
for an indeterminate term. The term of office of each officer is one year.
(3) Includes certain Aquila-sponsored funds that are dormant and have no public
shareholders.
(4) Mr. Herrmann is an interested person of the Trust as an officer of the
Trust, as a director, officer and shareholder of the Administrator's corporate
parent, as an officer and Manager of the Administrator, and as a shareholder and
director of the Distributor.
(5) In this material Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Government Securities Cash Assets Trust and Pacific Capital Tax-Free Cash Assets
Trust, each of which is a money-market fund, are called the "Aquila Money-Market
Funds"; Hawaiian Tax-Free Trust, Tax-Free Trust of Arizona, Tax-Free Trust of
Oregon, Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For Utah, each of
which is a tax-free municipal bond fund, are called the "Aquila Bond Funds";
Aquila Rocky Mountain Equity Fund is an equity fund; considered together, these
11 funds, which do not include the dormant funds described in footnote 3, are
called the "Aquilasm Group of Funds."
ITEM 2. CODE OF ETHICS.
(a) As of December 31, 2004 (the end of the reporting period) the
Trust has adopted a code of ethics that applies to the Fund's
principal executive officer(s)and principal financial officer(s)
and persons performing similar functions ("Covered Officers") as
defined in the Aquila Group of Funds Code of Ethics for Principal
Executive and Senior Financial Officers under Section 406 of the
Sarbanes-Oxley Act of 2002.;
(f)(1) Pursuant to Item 10(a)(1), a copy of the Fund's Code of
Ethics that applies to the Trust's principal executive officer(s)
and principal financial officer(s) and persons performing similar
functions is included as an exhibit to its annual report on this
Form N-CSR;
(f)(2) The text of the Fund's Code of Ethics that applies to the
Fund's principal executive officer(s) and principal financial
officer(s) and persons performing similar functions has been
posted on its Internet website which can be found at the Fund's
Internet address at aquilafunds.com.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a)(1)(ii) The Board of Trustees of the Fund has determined that
it does not have at least one audit committee financial expert
serving on its audit committee. The Fund does not have such a
person serving on the audit committee because none of the persons
currently serving as Trustees happens to have the technical
accounting and auditing expertise included in the definition of
"audit committee financial expert" adopted by the Securities
and Exchange Commission in connection with this Form N-CSR, and the
Board has not heretofore deemed it necessary to seek such a person
for election to the Board.
The primary mission of the Board, which is that of oversight over
the operations and affairs of the Fund, confronts the Trustees with
a wide and expanding range of issues and responsibilities. The
Trustees believe that, accordingly, it is essential that the Board's
membership consist of persons with as extensive experience as possible
in fulfilling the duties and responsibilities of mutual fund directors
and audit committee members and, ideally, with extensive experience
and background relating to the economic and financial sectors and
securities in which the Fund invests, including exposure to the
financial and accounting matters commonly encountered with respect
to those sectors and securities. The Board believes that its current
membership satisfies those criteria. It recognizes that it would
also be helpful to have a member with the relatively focused accounting
and auditing expertise reflected in the applicable definition of
"audit committee financial expert," just as additional members with
similarly focused technical expertise in other areas relevant to
the Fund's operations and affairs would also contribute added value.
However, the Board believes that the Fund is better served, and its
assets better employed, by a policy of hiring experts in various
areas, including the specialized area of technical accounting and
auditing matters, if and as the Board identifies the need, rather
than by seeking to expand its numbers by adding technical experts
in the areas constituting its domain of responsibility. The Fund's
Audit Committee Charter explicitly authorizes the Committee to
retain such experts as it deems necessary in fulfilling its duties
under the Charter.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
a) Audit Fees - The aggregate fees billed for professional services
rendered by the principal accountant for the audit of the Registrant's
annual financial statements were $6,450 for the fiscal year ended
December 31, 2004 and $2,750 for the then fiscal year ended
June 30, 2004.
b) Audit Related Fees - There were no amounts billed for audit-related
fees over the past two years.
c) Tax Fees - The Registrant was billed by the principal accountant
$3,000 for the fiscal year ended December 31, 2004 and $1,600 for the
then fiscal year ended June 30, 2004 for return preparation.
d) All Other Fees - There were no additional fees paid for audit and non-
audit services other than those disclosed in a) through c) above.
e)(1) Currently, the audit committee of the Registrant pre-approves audit
services and fees on an engagement-by-engagement basis
e)(2) None of the services described in b) through d) above were approved
by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation
S-X, all were pre-approved on an engagement-by-engagement basis.
f) No applicable.
g) There were no non-audit services fees billed by the Registrant's accountant
to the Registrant's investment adviser or distributor over the past two years.
h) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) Based on their evaluation of the registrant's disclosure controls and
procedures (as defined in Rule 30a-2(c) under the Investment Company Act of
1940) as of a date within 90 days of the fling of this report, the registrant's
chief financial and executive officers have concluded that the disclosure
controls and procedures of the registrant are appropriately designed to ensure
that information required to be disclosed in the registrant's reports that are
filed under the Securities Exchange Act of 1934 are accumulated and communicated
to registrant's management, including its principal executive officer(s) and
principal financial officer(s), to allow timely decisions regarding required
disclosure and is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms adopted by the Securities and Exchange
Commission.
(b) There have been no significant changes in registrant's internal controls or
in other factors that could significantly affect registrant's internal controls
subsequent to the date of the most recent evaluation, including no significant
deficiencies or material weaknesses that required corrective action.
ITEM 10. EXHIBITS.
(a)(1) (a)(1) Aquila Group of Funds Code of Ethics for Principal Executive and
Senior Financial Officers under Section 406 of the Sarbanes-Oxley Act of 2002.
(a)(2) Certifications of principal executive officer and principal financial
officer as required by Rule 30a-2(a) under the Investment Company Act of
1940.
(b) Certifications of principal executive officer and principal financial
officer as required by Rule 30a-2(b) under the Investment Company Act
of 1940.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.
CAPITAL CASH MANAGEMENT TRUST
By: /s/ Lacy B. Herrmann
- ---------------------------------
Chair of the Board
February 28, 2005
By: /s/ Diana P. Herrmann
- ---------------------------------
President
February 28, 2005
By: /s/ Joseph P. DiMaggio
- -----------------------------------
Chief Financial Officer and Treasurer
February 28, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/ Lacy B. Herrmann
- ---------------------------------
Lacy B. Herrmann
Chair of the Board
February 28, 2005
By: /s/ Diana P. Herrmann
- ---------------------------------
Diana P. Herrmann
President
February 28, 2005
By: /s/ Joseph P. DiMaggio
- -----------------------------------
Joseph P. DiMaggio
Chief Financial Officer & Treasurer
February 28, 2005
CAPITAL CASH MANAGEMENT TRUST
EXHIBIT INDEX
(a) (2) Certifications of principal executive officer
and principal financial officer as required by Rule 30a-2(a)
under the Investment Company Act of 1940.
(b) Certification of chief executive officer and chief financial
officer as required by Rule 30a-2(b) of the Investment Company Act
of 1940.