AMENDED AGREEMENT AMONG INSUREDS
UNDER D&O/E&O INSURANCE POLICY
AGREEMENT made as of September 7, 2004, 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"), Aquila Distributors, Inc. and STCM Management Company,
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, 2001, 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 a Directors and Officers/Errors and Omissions Liability
Insurance Policy (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, 2001 to May 9, 2002, renewed for successive
periods thereafter;
WHEREAS, the Original Policy has been amended, including an
amendment effective September 7, 2004 to provide four levels of insurance
(each, a "Level") as set forth on Schedule B to this Agreement, with
varying amounts of coverage and differing insureds, the first Level
applying to all Parties, the second and third Levels applying to two
separate groups of named Funds and the fourth level applying to all Funds,
each Level providing coverage only when coverage at prior Levels has been
exhausted;
WHEREAS, the Original Policy as so revised is referred to herein
as the "Policy";
NOW, THEREFORE, in consideration of the mutual covenants set
forth below, the Parties agree as follows:
The premiums for each level of the Policy, including tax,
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 additional costs of each Level of the Policy shall be
allocated among the Parties in the same ratio as the allocation
of the Policy premiums for that Level. Notwithstanding anything
herein to the contrary, the premium allocation to each Fund
shall be determined, and revised as appropriate, in compliance
with part (d)(7)(ii) of Rule 17d-1 under the Investment Company
Act of 1940, as amended (the "1940 Act").
In the event that losses covered by a Level of 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 from that Level
shall be determined as follows:
a) Base Coverage
There shall be computed a benefit allocation for each Party
(its "Base Coverage") determined by applying to the Policy's
limit of liability for that Level the allocation percentage
for that Level shown for that Party in Schedule B;
Each Party suffering a Covered Loss shall be entitled to a
benefit of up to the amount of its Base Coverage.
Proportional Allocation to Remaining Losses
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.
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.
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.
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 Fund may become an insured
under a Level of the Policy as to which it was not previously
insured, and the Trustees and officers of that Fund may become
insureds under that Level. 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 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.
Aquila shall provide the Trustees with copies of all notices
under the Policy appropriate for informing the Trustees of
coverage thereunder, including, without limitation:
All notices to the Insurer concerning potential liability under the Policy;
All notices to the Insurer concerning acquisitions, mergers and
material changes; and
All notices of the Insurer concerning cancellation or limitation
of coverage under the Policy.
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.
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IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the date above written.
ATTEST: AQUILA FUND
________________________ __________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: AQUILA ROCKY MOUNTAIN EQUITY FUND
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: CAPITAL CASH MANAGEMENT TRUST
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: CASH ASSETS TRUST
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: XXXXXXXXX CASH RESERVES TRUST
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
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ATTEST: XXXXXXXXX TAX-FREE FUND OF KENTUCKY
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: HAWAIIAN TAX-FREE TRUST
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: NARRAGANSETT INSURED TAX-FREE INCOME FUND
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: PRIME CASH FUND
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: TAX-FREE FUND OF COLORADO
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
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ATTEST: TAX-FREE FUND FOR UTAH
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: TAX-FREE TRUST OF ARIZONA
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: TAX-FREE TRUST OF OREGON
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: AQUILA MANAGEMENT CORPORATION
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
President
ATTEST: AQUILA INVESTMENT MANAGEMENT LLC
________________________ By:___________________________________
Xxxxx X. Xxxxxxxx,
Chief Executive Officer
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ATTEST: AQUILA DISTRIBUTORS, INC.
________________________ By:___________________________________
Xxxxxx X. XxXxxxxx
Principal and Treasurer
ATTEST: STCM MANAGEMENT COMPANY, INC.
________________________ By:___________________________________
Xxxx X. Xxxxxxx
Treasurer
AGREEMENT AMONG INSUREDS
UNDER D&O/E&O INSURANCE POLICY
SCHEDULE A
PARTIES
FUNDS
Aquila Fund
Aquila Rocky Mountain Equity Fund
Capital Cash Management Trust (two Funds)
Cash Assets Trust (three Funds)
Xxxxxxxxx Cash Reserves Trust
Xxxxxxxxx Tax-Free Fund of Kentucky
Hawaiian Tax-Free Trust
Narragansett Insured Tax-Free Income Fund
Prime Cash Fund
Tax-Free Fund of Colorado
Tax-Free Fund For Utah
Tax-Free Trust of Arizona
Tax-Free Trust of Oregon
SERVICE PROVIDERS
Aquila Investment Management LLC
(successor by assignment, effective January 1, 2004, to the
business conducted by Aquila Management Corporation)
Aquila Management Corporation
(assignor of its business to Aquila Investment Management LLC,
effective January 1, 2004)
Aquila Distributors, Inc.
STCM Management Company, Inc.
AGREEMENT AMONG INSUREDS
UNDER D&O/E&O INSURANCE POLICY
SCHEDULE B
ALLOCATION AMONG PARTIES
See Schedules B-1 through B-4 below
SCHEDULE B-1
BASIC COVERAGE
Level 1 coverage
$7,000,000 of basic coverage, with premiums allocated among
the Parties as follows (85% of the premium to be allocated to the Funds
based upon their respective net assets, and 15% 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
Service Providers -- 15%
Aquila Investment Management LLC 5.00
Aquila Distributors, Inc. 5.00
STCM Management Company, Inc. 5.00
Funds -- 85%
Aquila Fund 0.00
Aquila Rocky Mountain Equity Fund 0.33
Capital Cash Management Trust 0.00
Capital Cash Management Trust (0.00)
Capital Cash U.S. Government Securities Trust (0.00)
Cash Assets Trust: (Pacific Capital Funds) 29.96
Cash Assets Trust (8.88%)
Tax-Free Cash Assets Trust (3.37%)
U.S. Government Securities
Cash Assets Trust (17.71%)
Xxxxxxxxx Cash Reserves Trust 0.00
Xxxxxxxxx Tax-Free Fund of Kentucky 6.51
Hawaiian Tax-Free Trust 16.47
Narragansett Insured Tax-Free Income Fund 3.31
Prime Cash Fund 0.00
Tax-Free Fund of Colorado 5.77
Tax-Free Fund For Utah 2.76
Tax-Free Trust of Arizona 10.06
Tax-Free Trust of Oregon 9.83
SCHEDULE B-2
COVERAGE OF HAWAII-ORIENTED FUNDS
Level 2 coverage: Hawaii-oriented Funds:
$3,000,000 of coverage, with premiums allocated among the
Parties as follows:
Party Percentage
Cash Assets Trust: (Pacific Capital Funds) 64.52
Cash Assets Trust (19.13%)
Tax-Free Cash Assets Trust (7.25%)
U.S. Government Securities
Cash Assets Trust (38.14%)
Hawaiian Tax-Free Trust 35.48
SCHEDULE B-3
COVERAGE OF UNITARY MANAGEMENT FUNDS
Level 3 coverage: Unitary Management Funds:
$1,000,000 of coverage, with coverage allocated among the Parties
as follows (premium is paid by Aquila Investment Management LLC):
Party Percentage
Aquila Rocky Mountain Equity Fund 3.51
Xxxxxxxxx Tax-Free Fund of Kentucky 66.40
Tax-Free Fund For Utah 30.09
SCHEDULE B-4
SAFETY NET INSURANCE FOR TRUSTEES
Level 4 coverage: All Funds (Trustees only)
$4,000,000 of safety-net coverage of Trustees, with premiums
allocated among the parties as follows:
Party Percentage
Aquila Fund 0.00
Aquila Rocky Mountain Equity Fund 0.39
Capital Cash Management Trust 0.00
Capital Cash Management Trust (0.00)
Capital Cash U.S. Government Securities Trust (0.00)
Cash Assets Trust: (Pacific Capital Funds) 35.24
Cash Assets Trust (10.45%)
Tax-Free Cash Assets Trust (3.96%)
U.S. Government Securities
Cash Assets Trust (20.83%)
Xxxxxxxxx Cash Reserves Trust 0.00
Xxxxxxxxx Tax-Free Fund of Kentucky 7.66
Hawaiian Tax-Free Trust 19.38
Narragansett Insured Tax-Free Income Fund 3.90
Prime Cash Fund 0.00
Tax-Free Fund of Colorado 6.79
Tax-Free Fund For Utah 3.24
Tax-Free Trust of Arizona 11.84
Tax-Free Trust of Oregon 11.56
Date of Schedule: September 7, 2004
based on assets as of August 31, 2004
