CODE OF ETHICS

                                       for

                          AQUILA MANAGEMENT CORPORATION
                        AQUILA INVESTMENT MANAGEMENT LLC
                            AQUILA DISTRIBUTORS, INC.



                                February 1, 2005

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                                TABLE OF CONTENTS

I.       STATEMENT OF BUSINESS ETHICS.........................................1

II.      DEFINITIONS..........................................................2

III.     APPLICATION OF THE CODE..............................................6

IV.      DELIVERY AND ACKNOWLEDGEMENT OF THE CODE
            AND AMENDMENTS TO THE CODE........................................6

V.       COMPLIANCE WITH LAWS AND REGULATIONS.................................6

         A.       Compliance with the Federal Securities Laws.................6

         B.       General Prohibitions Applicable to All Personnel............7

         C.       Front-Running...............................................7

         D.       Market Timing...............................................7

VI.      INSIDER TRADING......................................................7

VII. CONFIDENTIALITY OF SECURITIES RECOMMENDATIONS,
      INVESTMENT DECISIONS AND SECURITIES HOLDINGS............................8

VIII.    RESTRICTIONS ON PERSONAL SECURITIES TRADING..........................9

         A.       Pre-Clearance of Personal Securities Transactions...........9

         B.       Prohibited Trading Practices...............................10

                  1.       Short-Term Trading................................10

                  2.       Short Sales.......................................10

         C.       Blackout Periods...........................................10

         D.       Exempt Transactions........................................10

         E.       Approvals of Transactions or Requests for Waivers
                    of Restrictions by the CCO or the President..............11

IX.      REPORTING AND REVIEW OF PERSONAL SECURITIES HOLDINGS
            AND TRANSACTIONS.................................................11

         A.       Initial and Annual Reports of Securities
                    Holdings ("Securities Holdings and
                    Accounts Reports").......................................12

         B.       Quarterly Reports of Securities Transactions
                    ("Quarterly Transaction and
                     Accounts Reports")......................................13

X.       GIFTS AND GRATUITIES................................................14

XI.      ADVISING NON-AQUILA ENTITIES........................................15

XII.     SUPERVISED PERSONS SERVING AS DIRECTORS OF PUBLICLY-TRADED
            COMPANIES........................................................15

XIII.    RECORD KEEPING......................................................16

XIV.     REPORTING VIOLATIONS OF THIS CODE AND PENALTIES.....................17

  APPENDICES

      Note: The forms set forth in the Appendices are not part of this
      Code of Ethics but are appended for convenience.

Appendix A........CERTIFICATION OF RECEIPT OF CODE OF ETHICS

Appendix B........PERSONAL TRADING REQUEST FORM

Appendix C........INITIAL & ANNUAL HOLDINGS AND ACCOUNTS REPORT

Appendix D........QUARTERLY TRANSACTION AND ACCOUNTS REPORT

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    I.       STATEMENT OF BUSINESS ETHICS

Aquila Management Corporation, Aquila Investment Management LLC and Aquila
Distributors, Inc. are committed to maintaining the highest legal and ethical
standards in the conduct of our business. We have a reputation based on investor
trust and confidence in our professional abilities and integrity. We place the
interests of our advisory clients above our own. Conflicts, or even the
appearance of conflicts, between the interests of our advisory clients and our
own must be avoided at all times. Meeting this commitment is a top priority and
the responsibility of each and every one of us.

This Code of Ethics (the "Code"), has been adopted by each of the Aquila
Entities to implement our statement of business ethics. As a Supervised Person
(as defined in Section II) you are subject to this Code. A code of ethics
similar to this Code has been adopted by each of the funds of The Aquila Group
of Funds.

The CCO (as defined in Section II) is responsible for enforcing and interpreting
this Code, and is available to answer any questions you may have.

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II.      DEFINITIONS

Listed below are definitions of some of the terms used in this Code, many of
which are defined by law.

"Access Person" shall mean any Supervised Person who:

     (a)  has access to non-public information regarding an Aquila Fund's or
          other advisory client's Purchase or Sale of Securities or nonpublic
          information regarding the portfolio holdings of any of the Aquila
          Funds or other advisory client, or

     (b)  is involved in making securities recommendations to any of the Aquila
          Funds or other advisory client or who has access to such
          recommendations that are nonpublic.

          Note: All officers and LLC Managers of Aquila Investment Management
          LLC are presumed to be Access Persons for the purposes of this Code.
          This presumption may be rebutted as described in Section III of this
          Code.

"Advisory Person" shall mean any person who is:

     (1)  A Supervised Person who, in connection with his or her regular
          functions or duties, makes, participates in, or obtains information
          regarding, the Purchase or Sale of Reportable Securities by an Aquila
          Fund or other advisory client of Aquila Investment Management LLC or
          whose functions relate to the making of any recommendations with
          respect to such Purchases or Sales; or

     (2)  a Control Person who obtains information concerning recommendations
          made to an Aquila Fund or other advisory client of Aquila Investment
          Management LLC with regard to the Purchase or Sale of Reportable
          Securities by an Aquila Fund or other advisory client of Aquila
          Investment Management LLC.

"Aquila Entity" or "Aquila Entities" shall mean Aquila Management Corporation,
Aquila Investment Management LLC (a registered investment adviser) and Aquila
Distributors, Inc. (a registered broker-dealer).

"Aquila Funds" or "Funds" (each an "Aquila Fund" or "Fund") shall mean all funds
in The Aquila Group of Funds and any other fund to which an Aquila Entity
provides administrative, distribution or investment advisory services,
including:

         Aquila Fund (Dormant) Aquila Rocky Mountain Equity Fund Capital Cash
         Management Trust (Dormant) Churchill Cash Reserves Trust (Dormant)
         Churchill Tax-Free Fund of Kentucky Hawaiian Tax-Free Trust
         Narragansett Insured Tax-Free Income Fund Tax-Free Fund for Utah
         Tax-Free Fund of Colorado Tax-Free Trust of Arizona Tax-Free Trust of
         Oregon Pacific Capital Cash Assets Trust Pacific Capital Tax-Free Cash
         Assets Trust
         Pacific Capital U.S. Government Securities Cash Assets Trust
         Prime Cash Fund (Dormant)

"Beneficial Owner" shall mean any person who has or shares, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise, a direct or indirect pecuniary interest in a Security, within the
meaning of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 ("Exchange
Act"). "Pecuniary interest" means the opportunity, directly or indirectly, to
profit or share in any profit derived from a transaction in the Security.
Securities in which you have an "indirect pecuniary interest" include, but are
not limited to, securities held by members of your immediate family who share
your household, including your spouse, children and stepchildren, parents,
grandparents, brothers and sisters, and any of your in-laws. The presumption of
beneficial ownership of Securities held by a family member sharing your
household may be rebutted by successfully demonstrating to the CCO that you do
not have a beneficial ownership interest in the Securities.

"CCO" shall mean the Chief Compliance Officer of Aquila Investment Management
LLC.

"Code of Ethics" or Code shall mean this Code of Ethics.

"Control" shall mean the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the result of
an official position with such company. A person who owns beneficially, either
directly or through one or more controlled companies, more than 25% of the
voting securities of a company shall be presumed to control such company. A
person who does not own more than 25% of the voting securities of a company
shall be presumed not to control such company. A person who has "control" under
this definition shall be presumed to have "control" unless and until the
Securities and Exchange Commission grants an order to the contrary.

"Control Person" shall mean any individual who has a Control relationship with
an Aquila Fund or an investment adviser of an Aquila Fund.

"Initial Public Offering" shall mean an offering of Securities registered under
the Securities Act of 1933 ("Securities Act"), the issuer of which , immediately
before registration, was not subject to the reporting requirements of Section 13
or Section 15(d) of the Exchange Act.

"Limited Offering" shall mean an offering of Securities that is exempt from
registration under the Securities Act pursuant to Section 4(2), Section 4(6) or
Rule 504, Rule 505 or Rule 506 (e.g., private placements).

"LLC Manager" shall mean a person who is named as a Manager of an Aquila Entity
that is organized as a limited liability company in, or designated as a manager
of a limited liability company pursuant to, a limited liability company
agreement or similar instrument under which the limited liability company is
formed.

"Personal Trading" shall mean the Purchase or Sale of Securities by an
individual for his or her own account, any other account in which he or she is a
Beneficial Owner, or any account (other than an account of an Aquila Fund or
other advisory client of Aquila Investment Management LLC) for which the Aquila
employee decides what securities transactions will be effected for the account,
either by making recommendations to the account owner or by entering orders
directly with the broker handling the account.

"President" shall mean the current President of Aquila Investment Management
LLC.

"Purchase or Sale of a Security" includes, among other things, the writing of an
option to purchase or sell a Security.

"Reportable Security" shall mean any Security, including shares of an Aquila
Fund (other than an Aquila money market fund) or any fund for which Aquila
Investment Management LLC serves as an investment adviser, or any fund whose
investment adviser or principal underwriter controls, is controlled by, or is
under common control with Aquila Investment Management LLC. ("Control" has the
same meaning as in Section 2(a)(9) of the Investment Company Act of 1940 ("1940
Act").) Reportable Security also includes shares issued by offshore funds,
unregistered funds (such as hedge funds), and closed-end funds. It also includes
options or a Security convertible or exchangeable into a Reportable Security. It
does not include a direct obligations of the U.S. Government, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments (including repurchase agreements),1 and shares of
third-party U.S.-registered open-end investment companies (including money
market funds).

"Security" shall mean any note, stock, treasury stock, bond, debenture, evidence
of indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil,
gas, or other mineral rights, any put, call, straddle, option, or privilege on
any security or on any group or index of securities (including any interest
therein based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to foreign
currency, or generally any interest or instrument commonly known as a "security"
or any certificate of interest or participation in, temporary or interim
certificate for, receipt for guarantee of, or warrant or right to subscribe to
or purchase any of the foregoing.

"Security Held or to be Acquired" means: (A) any Security that within the most
recent fifteen (15) days is being or has been (i) held by an Aquila Fund or
other advisory client or (ii) "considered for purchase or sale" by or on behalf
of any of the Aquila Funds or other advisory client; and (B) any option to
purchase or sell, and any Security convertible into or exchangeable for, a
Security described in (A) above. A Security is "being considered" for Purchase
or Sale if:

         (a)      there is an outstanding order (this includes orders that are
                  in the process of being executed) to Purchase or Sell that
                  Security for an account or portfolio of any of the Aquila
                  Funds or other advisory client;

         (b)      there is an outstanding oral or written recommendation with
                  respect to that Security that has not been acted upon or
                  rejected; or

         (c)      the person responsible for a portfolio intends to Purchase or
                  Sell (i.e., has decided to but has not yet purchased or sold)
                  that Security for any of the accounts or portfolios of the
                  Aquila Funds or other advisory clients.

"Supervised Person" means any partner, officer, director, LLC Manager (or other
person occupying a similar status or performing similar functions), or employee
of the Aquila Entities, or any other person who provides investment advice on
behalf of Aquila Investment Management LLC and is subject to the supervision and
control of Aquila Investment Management LLC.

III.

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III.  APPLICATION OF THE CODE

Although this Code generally applies to all Supervised Persons, some of the
provisions that restrict personal securities transactions apply only to Access
Persons and/or Advisory Persons, as defined in Section II of this Code. The CCO
will maintain a list of all persons deemed Access Persons for the purpose of
this Code. The CCO shall review the list and reaffirm that it is accurate and
complete no less frequently than on an annual basis.

For the purposes of this Code, all officers and LLC Managers of Aquila
Investment Management LLC are presumed to be Access Persons and thus are subject
to the personal trading restrictions and reporting requirements that apply to
Access Persons under Sections VIII and IX of this Code unless and until the
presumption is rebutted.

This presumption may be rebutted as to these persons, but only if the CCO makes
a finding that such person does not have access to non-public information
regarding the Purchase or Sale of Securities by an Aquila Fund or other advisory
client or nonpublic information regarding the portfolio holdings of any of the
Aquila Funds or other advisory clients, and is not involved in making securities
recommendations to any of the Aquila Funds and does not have access to such
nonpublic recommendations.

Prior to making a determination rebutting the presumption that a person is an
Access Person, the CCO shall investigate all relevant facts and prepare a
memorandum for the file which sets forth the facts demonstrating the rebuttal of
the presumption, as well as the CCO's determination that such person is not, in
fact, an Access Person for the purpose of this Code. The CCO shall retain a copy
of this memorandum in the business records of the Aquila Entities.

IV.   DELIVERY AND ACKNOWLEDGEMENT OF THE CODE AND AMENDMENTS TO THE CODE

The CCO will provide each Supervised Person with a copy of this Code and any
updates or amendments. All Supervised Persons shall read this Code and any
updates and amendments carefully and then sign and date the attached
Certification acknowledging receipt and return it to the CCO promptly. The CCO
shall retain a copy of these Certifications in accordance with Section XIII of
this Code.

V.  COMPLIANCE WITH LAWS AND REGULATIONS

A.       Compliance with the Federal Securities Laws

Supervised Persons are required at all times to comply with the federal
securities laws, as defined in Rule 204A-1 of the Investment Advisers Act of
1940 ("Advisers Act"), both in conducting the business of the Aquila Entities
and when acting in their personal capacities or outside the scope of their
employment or association with the Aquila Entities. Accordingly, any violation
of the federal securities laws will be a violation of this Code and may subject
the Supervised Person to sanctions or other appropriate remedial action under
the Code.

B.       General Prohibitions Applicable to All Personnel

As a registered investment adviser, Aquila Investment Management LLC, has a
fiduciary obligation to the Aquila Funds and any other advisory clients. This
Code is based on the principle that Supervised Persons owe a fiduciary duty to
clients and at all times must conduct the Aquila Entities' business and their
own affairs, including personal securities transactions, in accordance with the
high ethical and legal standards that apply to those acting in a fiduciary
capacity. This means, among other things, that Supervised Persons must avoid:
(i) placing the interests of the Aquila Entities or their own personal interests
ahead of the Aquila Funds or other advisory clients, (ii) taking in appropriate
advantage of their position with the Aquila Entities; or (iii) any actual or
potential conflicts with the interests of the Funds or other advisory clients or
even the appearance of such conflicts.

When buying or selling any Security (including shares of the Aquila Funds), no
Supervised Person shall:

     o    Employ any device, scheme, or artifice to defraud;

     o    Make any untrue statement of a material fact or omit to state a
          material fact necessary in order to make the statements, in light of
          the circumstances under which they are made, not misleading;

     o    Engage in any act, practice or course of business that operates or
          would operate as a fraud or deceit; or

     o    Engage in any manipulative practice.

C.       Front-Running

The practice of trading on the basis of the anticipated market effect of trades
for the accounts of investment advisory clients, which is known as
"front-running" or "scalping," constitutes a violation of the Federal securities
laws. Therefore, it is absolutely prohibited for any Supervised Person to engage
in such trading.

D.       Market Timing

No Supervised Person shall purchase or redeem shares of the Aquila Funds in
violation of the policies and restrictions set forth in each Fund's
prospectuses, including, but not limited to, the restrictions limiting the
frequency of transfers into and out of a Fund that are designed to prevent
so-called "market timing" and protect the interests of long-term investors in
the Fund.

VI.      INSIDER TRADING

No Supervised Person may Purchase or Sell any Security, or be involved in any
way in the Purchase or Sale of a Security, while in possession of material
non-public information about the Security or its issuer, regardless of the
manner in which such information was obtained. This prohibition covers
transactions for the Aquila Funds or other advisory clients made in the course
of your employment with an Aquila Entity, as well as transactions in your
Personal Trading accounts.

As used in this Code, material non-public information includes corporate
information, such as undisclosed financial information about a corporation, and
market information, such as a soon-to-be-published article about a corporation.
Material non-public information also includes securities recommendations and
securities holdings and transactions of any of the Aquila Funds or other
advisory clients. Material information is defined as information which an
investor would consider important in making an investment decision, or which
would substantially affect the market price of a Security if generally
disclosed. Non-public information is defined as information which has not been
effectively made available to the marketplace. Any questions as to whether
certain information is material non-public information should be directed to the
CCO.

VII. CONFIDENTIALITY OF SECURITIES RECOMMENDATIONS, INVESTMENT DECISIONS AND
SECURITIES HOLDINGS

Supervised Persons must maintain the utmost confidentiality with respect to
proprietary information of the Aquila Entities or other advisory clients,
including recommendations, investments decisions and securities holdings of the
Aquila Funds or other advisory clients. Such information may be deemed "material
nonpublic information" by the SEC and other regulatory authorities. Proprietary
information may include, but is not limited to: (1) an anticipated
recommendation to purchase or sell a Security for an Aquila Fund or other
advisory client; (2) the timing of a Purchase or Sale of a Security for an
Aquila Fund or other advisory client; and (3) nonpublic information regarding
securities holdings of the Aquila Funds or other advisory clients. The subject
and content of a recommendation or investment decision remains proprietary
information through the time that all trades based on that recommendation or
decision have been consummated, and may only be used for the benefit of the
Aquila Funds or other advisory clients. Accordingly, Supervised Persons must not
discuss a contemplated recommendation, investment decision, or securities
holdings with persons outside of the Aquila Entities, except for persons who
provide services to the Aquila Entities and the Aquila Funds who themselves have
an obligation to keep the information they receive confidential (e.g., transfer
agents, outside counsel, auditors, custodians, etc.).

Supervised Persons shall take steps to ensure that proprietary information is
safeguarded. All computers containing access to proprietary information should
be password protected and Supervised Persons and other employees should keep all
such passwords strictly confidential. Paper files containing proprietary
information should be kept in locked filing cabinets or locked rooms which are
not accessible by visitors to the offices of the Aquila Entities.

Any questions regarding the safeguarding of proprietary information should be
directed to the CCO.

VIII.    RESTRICTIONS ON PERSONAL SECURITIES TRADING

The prohibitions and restrictions on personal securities transactions discussed
below apply to the securities accounts held by or under the control of Access
Persons or Advisory Persons, as well as those accounts held by or under the
control of members of the Access Person's or Advisory Person's immediate family
members living in the same household with the Access Person or Advisory Person,
respectively.

A.       Pre-Clearance of Personal Securities Transactions

Advisory Persons must apply for and receive prior written approval from the CCO
or his or her designee before purchasing or selling more than 100 shares of any
Reportable Security (see definition in Section II), other than purchases or
sales of shares of the Aquila Funds.

Access Persons and Advisory Persons must receive prior written approval from the
CCO, or his or her designee in the CCO's absence, before acquiring any shares
through an Initial Public Offering or Limited Offering.

Approvals shall be requested by submitting a request, electronically, on paper
or by facsimile using the Personal Trading Request Form attached hereto as
Appendix B. The CCO shall submit his or her Personal Trading Request Form to the
President (or the President's designee, in his or her absence) for approval.

Copies of all Personal Trading Request Forms submitted by Access Persons and
Advisory Persons shall be retained by the CCO in accordance with Section XIII of
this Code. A record of all written approvals of, and rationale supporting, any
direct or indirect acquisition by Access Persons and Advisory Persons of an
investment in an Initial Public Offering or Limited Offering will be made and
retained by the CCO. Access Persons or Advisory Persons who have acquired
Limited Offering Securities pursuant to prior written approval from the CCO or
his or her designee must immediately disclose that investment to the CCO or his
or her designee before they participate at any level in any Aquila Fund's or
other advisory client's subsequent consideration of an investment in the same
issuer. In such circumstance, the Aquila Fund's or other advisory client's
decision to purchase Securities of the issuer will be subject to independent
review by other investment personnel with no personal interest in the issuer.

In the case of requests for pre-clearance in a Security Held or to be Acquired
for any Aquila Fund or other advisory client which is advised by an investment
adviser that is not subject to this Code ("external investment adviser"), the
President or CCO generally shall grant authorization to trade if the person
seeking pre-clearance does not have access to or knowledge of current investment
decisions or recommendations of such external investment adviser.

B.       Prohibited Trading Practices

1.       Short-Term Trading

A Advisory Persons is generally prohibited from realizing a profit from the
purchase and sale or sale and purchase of the same Reportable Security, within a
period of sixty (60) days. It is recognized that short-term trading is not
necessarily indicative of whether an individual is trading on inside
information. Accordingly, a Advisory Person may apply to the CCO, or the
President in the CCO's absence, for an exception from this provision, which
shall be granted if the CCO or President reasonably believes that the Advisory
Person will suffer undue hardship as a result of not being permitted to do the
trade and that the trade does not violate the principles of this Code. The CCO
shall make and retain a record of all waivers granted (including any waivers
granted by the President in the CCO's absence) under this provision, including a
summary of the reasons for granting the waiver.

2.       Short Sales

Advisory Persons are prohibited from effecting short sales or acquiring short
positions in any Security Held by an Aquila Fund or other advisory client.

C.       Blackout Periods

Advisory Persons shall not Purchase or Sell, directly or indirectly, any
Reportable Security: (a) within five (5) days after the time that the same
Reportable Security is purchased or sold by an Aquila Fund or other advisory
client; or (b) at any time when he or she has actual knowledge that a Reportable
Security is being purchased or sold, or recommended or considered for Purchase
or Sale, by an Aquila Fund or other advisory client until five (5) days after
the Fund's Purchase or Sale transaction in such Reportable Security has been
completed or the Reportable Security is no longer being recommended or
considered for Purchase or Sale by the Fund or other advisory client.

An Advisory Person may apply to the CCO, or the President in the CCO's absence,
for an exception from this provision, which shall be granted if the CCO or
President reasonably believes that the Advisory Person will suffer undue
hardship as a result of not being permitted to do the trade and that the trade
does not violate the principles of this Code. The CCO shall make and keep a
record of all waivers granted under this provision, including a summary of the
reasons for granting the waiver.

D.       Exempt Transactions

The Purchase or Sale of a Security in one of the following types of
transactions, shall be considered an "Exempt Transaction" for the purposes of
the restrictions on short-term trading, short sales and Purchases or Sales
during blackout periods set forth in this Section VIII:

     o    trading in Securities in an account over which the Supervised Person
          does not have direct or indirect control or influence (e.g., a blind
          trust);

     o    purchases of Reportable Securities pursuant to an automatic investment
          plan (i.e., a program in which regular periodic purchases (or
          withdrawals) are made automatically in (or from) investment accounts
          in accordance with a predetermined schedule and allocation, including
          dividend reinvestment plans);2

     o    purchases or sales made by payroll deduction through an
          employer-sponsored employee benefit plan;

     o    purchases or sales which are non-volitional; or

     o    purchases of Securities effected upon the exercise of rights issued by
          an issuer pro rata to all holders of a class of its Securities, to the
          extent such rights were acquired from such issuer.

Note: The above-listed Exempt Transactions and Reportable Securities acquired in
such transactions remain subject to the initial, annual and quarterly holdings
and transaction reporting requirements as set forth in Section IX.

E. Approvals of Transactions or Requests for Waivers of Restrictions by the CCO
or the President

In the event that the CCO or the President seeks to engage in a transaction for
which pre-clearance is required or seeks a waiver from the blackout period or
short-term trading restrictions of this Section of the Code, the approval shall,
in the case of the CCO, be granted or denied by the President and, in the case
of proposed transactions by the President, the approval or waiver shall be
granted or denied by the CCO. In the absence of the President or the CCO, such
requests for approval shall be submitted to Counsel to the Aquila Funds. A
written record of the determination made and the reasons for it shall be made by
the person making the determination, a copy provided to the CCO and the original
record retained in accordance with this Code.

IX.      REPORTING AND REVIEW OF PERSONAL SECURITIES HOLDINGS AND TRANSACTIONS

Access Persons are required to submit initial and annual Reportable Securities
holdings reports as well as quarterly transaction reports as outlined below. The
CCO shall identify all Access Persons who are required to submit reports
pursuant to this Section of the Code and shall inform those Access Persons of
these reporting requirements. The CCO shall maintain a record of all Access
Persons who are required to submit reports pursuant to this section.

These reports are mandated by SEC regulations and, therefore, exceptions and
waivers of these reporting requirements cannot be granted under any
circumstances. However, Access Persons who make reports pursuant the code of
ethics of any Aquila Fund, need not make separate reports under this Code to the
extent the information in such reports would duplicate information required to
be reported pursuant to this Code.

All reports submitted pursuant to this Code will be reviewed by the CCO or his
or her designee as soon as practical after receipt to seek to ensure that Access
Persons have abided by this Code. Through these reviews, the CCO or his or her
designee will seek to identify any improper trades or patterns of abuse
(including market timing) by Access Persons. When reviewing these reports, the
CCO also will seek to ensure that Access Persons and Advisory have received all
necessary pre-clearances required by this Code. The CCO shall periodically
provide summary reports of any violations of this Code to the President.

No report required by this section shall be construed as an admission by the
Access Person that he or she is a Beneficial Owner of any Security on the
report.

A. Initial and Annual Reports of Securities Holdings ("Securities Holdings and
Accounts Reports")

All Access Persons must, upon commencement of employment, disclose all holdings
in Reportable Securities (as defined in Section II) and personal brokerage,
mutual fund or bank accounts through which Securities are held or traded and
over which the Access Person has direct or indirect control or influence
(including those of immediate family members living in the same household as the
Access Person). All Initial Holdings and Accounts Reports (Exhibit C) shall be
made in writing to the CCO within ten (10) days of becoming an Access Person and
such information shall be current as of a date no more than forty-five (45) days
prior to such person becoming an Access Person.

Thereafter, Access Persons must submit Annual Holdings and Accounts Reports
(Exhibit C) to the CCO no later than February 14th of each year and the
information in these reports must be current as of December 31st of the previous
calendar year. Annual Holdings and Accounts Reports must be filed even if there
have been no changes in the information reported previously and even if the
Access Person has arranged for brokers, banks and mutual funds to send duplicate
account statements for his/her personal accounts to the CCO.

Access Persons must disclose all Reportable Securities holdings in the Initial
and Annual Holdings and Accounts Reports including those resulting from
transactions which are exempt from the transaction reporting requirements. The
only holdings which are not required to be reported are Reportable Securities
held in accounts over which the Access Person does not have any direct or
indirect influence or control (e.g., blind trusts).

The Initial and Annual Holdings and Accounts Reports must include:

     (a)  title, type of Reportable Security and as applicable the exchange
          ticker symbol or CUSIP number, number of shares and principal amount
          of each Reportable Security of which the Access Person is a direct or
          indirect Beneficial Owner;

     (b)  the name of any broker, dealer, mutual fund company or bank with which
          the Access Person maintains an account used to hold or trade
          Securities, the account number, the title of the account and the names
          of all individuals who are Beneficial Owners of the account in which
          any Security is held for the Access Person's direct or indirect
          benefit; and

     (c)  the date that the report is submitted by the Access Person.

The CCO shall retain copies of Initial and Annual Holdings and Accounts Reports
in accordance with Section XIII of this Code.

B.       Quarterly Reports of Securities Transactions ("Quarterly Transaction
         and Accounts Reports")

Each Access Person must submit a Quarterly Transaction and Accounts Report
(Exhibit D) to the CCO containing the information described below with respect
to transactions in any Reportable Securities (as defined in Section II) and any
Securities account in which such Access Person was a direct or indirect
Beneficial Owner of a Reportable Security. Access Persons are not required to
report Exempt Transactions, as defined below. Access Persons are not required to
report trades in accounts over which they do not have influence or control over
investment decisions (e.g., a blind trust).

Quarterly Transaction and Accounts Reports must be submitted in writing to the
CCO no later than thirty (30) days after the end of the calendar quarter in
which the transaction(s) were effected. The CCO shall retain the reports in
accordance with Section XIII of this Code.

Quarterly Transaction and Accounts Reports must include the following
information for each transaction in a Reportable Security:

     (a)  the date of the transaction, the title, and as applicable the exchange
          ticker symbol or CUSIP number, interest rate and maturity date (if
          applicable), and number of shares, and the principal amount of each
          Reportable Security involved;

     (b)  the nature of the transaction (e.g., purchase, sale, or any other type
          of acquisition or disposition);

     (c)  the price at which the transaction was effected;

     (d)  the name of the broker, dealer, mutual fund company or bank with or
          through which the transaction was effected; and

     (e)  the date that the report is submitted by the Access Person.

If during the calendar quarter, the Access Person established a new brokerage,
mutual fund or bank account where Securities are held, the Quarterly Transaction
and Accounts Report must include the following information:

     (a)  the name of the broker, dealer, mutual fund company or bank with whom
          the Access Person established the account;

     (b)  the date the account was established; and

     (c)  the date that the report is submitted by the Access Person.

The following transactions are "Exempt Transactions" for the purpose of the
Quarterly Transaction and Accounts Report requirements (but still must be
reported on Initial and Annual Holdings and Accounts Reports):

     o    transactions reported in duplicate broker monthly account statements
          or trade confirmations received by the Aquila Entities, if all of the
          above required information is included and confirmations or account
          statements are received by the CCO within thirty (30) days of the
          close of the calendar quarter; and

     o    purchases of Reportable Securities pursuant to an automatic investment
          plan (i.e., a program in which regular periodic purchases (or
          withdrawals) are made automatically in (or from) investment accounts
          in accordance with a predetermined schedule and allocation, including
          dividend reinvestment plans).3

Trading in Reportable Securities in an account over which a person does not have
direct or indirect control or influence (e.g., a blind trust) are also Exempt
Transactions and need not be reported on Quarterly Transaction and Accounts
Reports, nor on Initial and Annual Holdings and Accounts Reports.

X.       GIFTS AND GRATUITIES

No Supervised Person may seek or accept from, or offer to give or give to, any
person that does business with any Aquila Entity or Aquila Fund any item of
material value or preferential treatment that is or appears to be connected with
an Aquila Entity or Aquila Fund or other advisory client directing business to
that person or receiving business from that person.

For purposes of this prohibition, "items of material value" include but are not
limited to:

     (a)  gifts amounting in value to more than $100 per person per year; and

     (b)  payment or reimbursement of travel expenses, including overnight
          lodging, in excess of $100 per person per year.

"Items of material value" do not include:

     (a)  an occasional meal, a ticket to a sporting event or the theater or
          comparable entertainment, which is not conditioned on directing
          business to the firm that provided such meal or entertainment and is
          neither so frequent nor so extensive as to raise any question of
          propriety and is not preconditioned on achieving a sales target; or

     (b)  an unconditional gift of a typical item of reminder advertising such
          as a ball-point pen with the name of the advertiser inscribed, a
          calendar pad, or other gifts amounting in value to not more than $100
          per person per year.

Any invitations involving travel for more than one day where travel expenses
will be paid or reimbursed by a person that does business with an Aquila Entity
or any Aquila Fund or other advisory client must have advance approval from the
CCO, or the President in the CCO's absence. The President must approve the CCO's
invitations involving travel for more than one day. The CCO shall maintain a
record of all such requests for travel and the reason for granting or denying
all such requests in accordance with this Code.

XI.      ADVISING NON-AQUILA ENTITIES

Supervised Persons may not render investment advice to persons other than the
Aquila Entities, Aquila Funds or other advisory clients of the Aquila Entities
unless the advisory relationship, including the identity of those involved and
any fee arrangements, has been disclosed to and approved by the President. Once
cleared with the President, all transactions for such outside advisory clients
are subject to the reporting requirements outlined above. This prohibition
precludes Supervised Persons from providing investment advice to members of such
person's immediate family without the prior approval of the President.

XII.     SUPERVISED PERSONS SERVING AS DIRECTORS OF PUBLICLY-TRADED COMPANIES

A Supervised Person who serves as a director or trustee of a publicly-traded
company in which any of the Aquila Funds or other advisory client invests or may
invest may have an inherent conflict between the fiduciary duty he or she owes
to the Funds or other advisory clients and that owed to the shareholders of the
publicly-traded company. In addition, service on the board of directors or board
of trustees of any company other than an Aquila Fund or Aquila Entity ("External
Company") may present conflicts between the duties owed by the Supervised Person
to that company and to the Aquila Funds or other advisory clients. To avoid the
potential adverse consequences of such conflicts of interest or to ensure they
are appropriately dealt with, effective February 1, 2005, all Supervised Persons
must receive the prior written approval of the CCO and the President before
serving as director or trustee of any External Company, which approval may be
withheld in the President's sole discretion. If you are a Supervised Person and
currently serve as a director or trustee of an External Company, you should
notify the CCO immediately.

Prior to commencement of employment with any Aquila Entity and annually
thereafter, each Supervised Person shall provide the CCO with a written list of
all positions held by the Supervised Person with any External Company.

Supervised Persons who receive permission to serve as directors of
publicly-traded External Companies will be isolated through "Fire Walls" or
other procedures from making decisions regarding the Securities of those
companies for which they serve as directors or trustees. An especially sensitive
situation involves representation on a creditors' committee. Particular care
will be taken to create a "Fire Wall" between portfolio management and
creditors' committee representation.

XIII.    RECORD KEEPING

The CCO shall maintain the following records in the manner and for the time
periods described under the Investment Company Act of 1940 and the Investment
Advisers Act of 1940:

         (a)      a copy of this Code of Ethics and any other Code of Ethics
                  which is, or at any time within the past six (6) years has
                  been in effect and all amendments to such Code(s);

         (b)      a copy of each signed and dated Certification acknowledging
                  receipt of the Code and any amendments or updates to the Code
                  for a period of at least six (6) years after the individual
                  acknowledging receipt is no longer affiliated with the Aquila
                  Entities;

         (c)      records of any violations of this Code and any actions taken
                  as a result of such violations for a period of six (6) years
                  after the resolution of such violation;

         (d)      each report, record or finding made under this Code, including
                  any information provided in lieu of these reports (e.g.,
                  duplicate account statements) for a period of six (6) years
                  after the date of the report, record or finding;

         (e)      each Personal Trading Request Form (Exhibit B) submitted by a
                  Supervised Person and a record of the decision regarding such
                  request for a period of six (6) years after the date of the
                  request (and for shares of an Initial Public Offering or
                  Limited Offering, the reasoning for the decision);

         (f)      each request for a waiver from any of the restrictions on
                  Personal Trading by Advisory Persons (including requests that
                  a Advisory Person not be deemed the Beneficial Owner of
                  Securities held by another household member), including a
                  description of the reason for the request and a brief summary
                  of the reasons for granting or denying the waiver for a period
                  of six (6) years after the last date on which the waiver was
                  applied;

         (g)      a list of all individuals who currently are or within the past
                  six (6) years have been deemed Advisory Persons and Access
                  Persons, as well as records of any decision by the CCO to
                  exempt a person from the definition of "Access Person" and
                  supporting documentation for and facts surrounding such a
                  decision;

         (h)      a list of all individuals who currently are, or within the
                  past six (6) years have been, required to make Quarterly
                  Transaction and Accounts Reports or Initial and Annual
                  Securities Holdings and Accounts Reports pursuant to this
                  Code;

         (i)      a list of all persons who currently are or within the past six
                  (6) years have been responsible for reviewing reports
                  submitted pursuant to the Code;

         (j)      a copy of all Quarterly Transaction and Accounts Reports or
                  Securities Holdings and Accounts Reports submitted to the CCO
                  for a period of six (6) years from the date of the report; and

         (k)      a record of all requests for travel pursuant to Section X of
                  this Code and the reason for granting or denying all such
                  requests for a period of six (6) years from the date of the
                  request.

XIV.     REPORTING VIOLATIONS OF THIS CODE AND PENALTIES

All Supervised Persons shall promptly report any actual or suspected violations
of this Code to the CCO. In the absence of the CCO, violations may be reported
to the President but also must be separately reported to the CCO promptly
following his or her return to the office. The identity of the person making
such a report will be kept in confidence whenever possible. Supervised Persons
who report actual or suspected violations will be protected from retaliation for
making such reports.

Violations of this Code may result in the imposition of criminal penalties or
sanctions by the SEC, or other law enforcement or regulatory authorities, or
remedial action by the Aquila Entities, including forfeiture of any profit from
or loss avoided by a transaction, forfeiture of future discretionary salary
increases or bonuses, and suspension or termination of employment.
Determinations as to whether a violation has occurred, and the appropriate
sanctions, if any, shall be made by the CCO and may be subject to review by the
President, as appropriate; provided however, that no person believed to have
violated this Code shall participate in such determinations made with respect to
his or her own conduct.




     1    "High quality short-term debt instrument" means any instrument having
          a maturity at issuance of less than 366 days and which is rated in one
          of the highest two rating categories by a Nationally Recognized
          Statistical Rating Organization, or which is unrated but is of
          comparable quality.

     2    Any transaction that overrides the pre-set schedule or allocations of
          the automatic investment plan is not exempt.


     3    Any transaction, however, that overrides the pre-set schedule or
          allocations of the automatic investment plan must be included in a
          Quarterly Transaction Report.