AMENDED AGREEMENT AMONG INSUREDS UNDER FIDELITY BOND
AMENDED AGREEMENT AMONG INSUREDS
UNDER FIDELITY BOND
AGREEMENT made as of November 1, 2020, by and among the investment companies (which include all series thereof) listed on Schedule A (the “Funds”) and the corporations (the “Service Providers”) listed on Schedule A, being providers of services to the Funds, on the date hereof consisting of Aquila Investment Management LLC (“Aquila”) and Aquila Distributors, Inc. (the Funds and Service Providers being referred to collectively as the “Parties” and separately as a “Party”).
WHEREAS, the Parties are parties to an Agreement among Insureds dated as of May 9, 1994, as from time to time amended, and wish to enter into this Agreement to amend their prior agreement to provide for the changes that have occurred as to the insurance involved;
WHEREAS the Funds, their Trustees (the “Trustees”) and officers and the Service Providers and their directors and officers were jointly insured under an Investment Company Blanket Bond (the “Original Policy”) issued by ICI Mutual Insurance Company (the “Insurer”), providing a $10 million ($10,000,000) limit of liability in the aggregate (subject to exclusions and deductibles) during the period May 9, 1994 to May 9, 1995, renewed for successive periods thereafter;
WHEREAS, the Original Policy has been amended and revised from time to time, including an amendment to provide for fidelity coverage for $5 million ($5,000,000) for the period November 1, 2020 through October 31, 2021 and is referred to herein as the “Policy”;
NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:
1. The premiums for the Policy shall be allocated among the Parties as shown on Schedule B hereto. As the Policy is for a one-year term and is renewed annually, Schedule B and premium allocations shall be revised upon each renewal of the Policy for each additional term. All costs and benefits of the Policy shall be allocated among the Parties as herein provided. Notwithstanding anything herein to the contrary, the premium allocation to each Fund shall be determined, and revised as appropriate, in compliance with Rule 17g-1 under the Investment Company Act of 1940, as amended (the “1940 Act”).
2. In the event that losses covered under the Policy (“Covered Losses”) are suffered by one or more Parties that exceed in the aggregate the limit of liability of the Policy, the limit on the amount retained by each Party from its recovery shall be determined as follows:
a) Base Coverage
| i. | There shall be computed a benefit allocation for each Party (its “Base Coverage”) determined by applying to the Policy’s limit of liability the allocation percentage shown for that Party in Schedule B; |
| ii. | Each Party suffering a Covered Loss shall be entitled to a benefit of up to the amount of its Base Coverage. |
b) Proportional Allocation to Remaining Losses
| i. | The amount of any benefit (“Remaining Coverage”) remaining after application of Base Coverages to Covered Losses shall be allocated to those Covered Losses (the “Remaining Losses”) remaining after application of Base Coverages. |
| ii. | The Remaining Coverage retained by each Party shall be limited to the proportion of all Remaining Coverage which the amount of that party’s Remaining Losses bears to the Remaining Losses of all Parties. |
DB3/ 201991220.2
3. Notwithstanding anything herein to the contrary, the Parties hereto agree that, in the event recovery is received under the Policy as a result of loss sustained by a Fund and one or more other insureds, the Fund shall receive an equitable and proportionate share of the recovery, but at least equal to the amount which it would have received had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 under the 0000 Xxx. The amount that a Party may recover shall be adjusted if necessary to reflect the fact that there is no priority in time of any claim or recovery.
4. A newly created investment company (a “New Fund”) having an administrator, investment adviser or sub-adviser that is, or is an “affiliated person” (as defined in the 0000 Xxx) of, a Service Provider may become a named Insured under and as defined in the Policy, and the Trustees and officers of the New Fund may become Insureds, provided that the New Fund causes this Agreement to be signed on its behalf as of the date that it agrees to the terms and conditions of this Agreement; such New Fund shall be deemed to be added to Schedule A. A party that is an affiliated person of, or an affiliated person of an affiliated person of, a Service Provider (a “New Service Provider”) may become a named insured under the Policy, and its directors and officers may become Insureds, provided that the New Service Provider causes this Agreement to be signed on its behalf as of the date that it agrees to the terms and conditions of this Agreement; such New Service Provider shall thereupon be deemed to be added to Schedule A. In any such event, a new Schedule B hereto, revised by Aquila to reflect changed allocations, shall be substituted for the then-current Schedule X. Xxxxxx shall provide advance written notice to the Trustees of (a) each New Fund and each New Service Provider added to Schedule A and (b) any changes to Schedule B.
5. Aquila shall take all steps necessary or appropriate to maintain coverage under the Policy, including, without limitation, providing the Insurer with all notices necessary or appropriate under the Policy and maintaining or overseeing payment of premiums so that the Policy remains continuously in effect.
6. Aquila shall provide the Trustees with copies of all notices under the Policy appropriate for informing the Trustees of coverage thereunder, including, without limitation:
a) All notices to the Insurer concerning any claim made under the Policy or any circumstances which could give rise to a claim under the Policy;
b) All notices to the Insurer concerning acquisitions, mergers and material changes; and
c) All notices of the Insurer concerning cancellation or limitation of coverage under the Policy.
7. Aquila shall, to the extent practicable, assure that all current or former Trustees or officers covered under the Policy shall have at least three months’ notice of any policy amendment or replacement policy which reduces or restricts coverage of such persons under the Policy. No notice need be given to former Trustees or officers who have not been Trustees or officers for at least six years.
8. Each of the Parties understands and agrees that the obligations of the Funds under this Agreement are not binding upon any shareholder or Trustee of any Fund, but bind only the Funds and their property. Each of the Parties represents that it has notice of the provisions of the Declarations of Trust of the Funds that disclaim shareholder and Trustee liability for acts and obligations of the Funds.
DB3/ 201991220.2
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above written.
| ATTEST: | AQUILA FUNDS TRUST | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx X. Xxxxxx | |
| Xxxxx X. Xxxxxx | |||
| Senior Vice President & Secretary | |||
| ATTEST: | AQUILA MUNICIPAL TRUST | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxxxx X. Childs, II | |
| Xxxxx X. Xxxxxx | |||
| Senior Vice President & Secretary | |||
| ATTEST: | CAPITAL CASH MANAGEMENT TRUST | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx X. Xxxxxx | |
| Xxxxx X. Xxxxxx | |||
| Senior Vice President & Secretary | |||
| ATTEST: | THE CASCADES TRUST | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx X. Xxxxxx | |
| Xxxxx X. Xxxxxx | |||
| Senior Vice President & Secretary | |||
| ATTEST: | XXXXXXXXX CASH RESERVES TRUST | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx X. Xxxxxx | |
| Xxxxx X. Xxxxxx | |||
| Senior Vice President & Secretary | |||
| ATTEST: | HAWAIIAN TAX-FREE TRUST | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx X. Xxxxxx | |
| Xxxxx X. Xxxxxx | |||
| Senior Vice President & Secretary | |||
| ATTEST: | AQUILA INVESTMENT MANAGEMENT LLC | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxx X. Xxxxxx | |
| Xxxxx X. Xxxxxx | |||
| Chief Financial Officer | |||
| ATTEST: | AQUILA DISTRIBUTORS LLC | ||
| /s/ Xxxxxxx Xxxxx | By: | /s/ Xxxxxx X. XxXxxxxx | |
| Xxxxxx X. XxXxxxxx | |||
| Treasurer | |||
DB3/ 201991220.2
UNDER FIDELITY BOND INSURANCE POLICY
SCHEDULE A
PARTIES
FUNDS
Aquila Funds Trust, consisting of:
Aquila Three Peaks High Income Fund
Aquila Three Peaks Opportunity Growth Fund
Aquila Municipal Trust, consisting of:
Xxxxxx Xxxxxxxxx Tax-Free Fund of Kentucky
Aquila Narragansett Tax-Free Income Fund
Aquila Tax-Free Fund of Colorado
Aquila Tax-Free Fund For Utah
Aquila Tax-Free Trust of Arizona
Aquila Tax-Free Trust of Oregon
Capital Cash Management Trust
Hawaiian Tax-Free Trust
SERVICE PROVIDERS
Aquila Investment Management LLC
Aquila Distributors LLC
DB3/ 201991220.2
UNDER FIDELITY BOND INSURANCE POLICY
SCHEDULE B
ALLOCATION AMONG PARTIES
$5,000,000 of coverage, with premiums allocated among the Parties as follows (70% of the premium to be allocated to the Funds based upon their respective net assets, and 30% of the premium to be allocated to the Service Providers as determined by Aquila, with allocation of recovery among the Service Providers being determined by Aquila):
| Party | Percentage | |
| Funds -- 70% | ||
| Aquila Funds Trust, consisting of: | ||
| Aquila Three Peaks High Income Fund | 3.93% | |
| Aquila Three Peaks Opportunity Growth Fund | 4.71 | |
| Aquila Municipal Trust, consisting of: | ||
| Xxxxxx Xxxxxxxxx Tax-Free Fund of Kentucky | 4.00 | |
| Aquila Narragansett Tax-Free Income Fund | 5.52 | |
| Aquila Tax-Free Fund For Utah | 10.15 | |
| Aquila Tax-Free Fund of Colorado | 6.26 | |
| Aquila Tax-Free Trust of Arizona | 6.06 | |
| Aquila Tax-Free Trust of Oregon | 14.80 | |
| Capital Cash Management Trust | 0.00 | |
| Hawaiian Tax-Free Trust | 14.57 | |
| Service Providers -- 30% | ||
| Aquila Investment Management LLC | 27.00 | |
| Aquila Distributors LLC | 3.00 |
Based on assets as of September 30, 2020
DB3/ 201991220.2
