draft 11/29/95
SHAREHOLDER SERVICING AGREEMENT
Aquila Distributors, Inc. (the "Distributor")
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Dear Sirs:
TAX-FREE TRUST OF ARIZONA (the "Trust") confirms its
agreement with Aquila Distributors, Inc. (the "Distributor") with
respect to the servicing of shareholder accounts representing
shares of the Level-Payment Class of the Trust. This Agreement
is entered into pursuant to the Trust's Shareholder Services Plan
dated ________, 199__ (the "Plan").
Section 1. Compensation and Services to be Rendered
(a) The Trust will pay the Distributor an annual fee (the
"Service Fee") in compensation for its services in connection
with the servicing of shareholder accounts. The Service Fee paid
will be calculated daily and paid monthly by the Trust at the
annual rate of .25% of the average annual net assets of the Trust
represented by the Level-Payment ("Class C") Shares.
(b) The Service Fee will be used by the Distributor to
provide compensation for ongoing servicing and/or maintenance of
shareholder accounts and to cover an allocable portion of
overhead and other office expenses of the Distributor and/or
selected dealers related to the servicing and/or maintenance of
shareholder accounts. It is understood that compensation may be
paid by the Distributor to persons, including employees of the
Distributor, who respond to inquiries of Level-Payment
Shareholders of the Trust regarding their ownership of shares or
their accounts with the Trust or who provide other similar
services not otherwise required to be provided by the Trust's
investment manager, transfer agent or other agent of the Trust.
Section 2. Reports
While this Agreeement is in effect, the Distributor shall
provide the reports called for in Section 4 of the Plan.
Section 3. Approval of Trustees
This agreement has been approved by a majority vote of both
(a) the full Board of Trustees of the Trust and (b) those
Trustees who are not interested persons of the Trust and who have
no direct or indirect financial interest in the operation of the
Plan or this Agreement (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this
Agreement.
Section 4. Continuance of Agreement
This Agreement will continue in effect for a period of more
than one year from the date of its effectiveness only so long as
its continuance is specifically approved annually by vote of the
Trust's Board of Trustees in the manner described in Section 3
above.
Section 5. Termination
(a) This agreement may be terminated at any time, without
the payment of any penalty, by vote of a majority of the
Independent Trustees or by a vote of a majority of the
outstanding Level-Payment Shares on not more than 60 days'
written notice to the Distributor.
(b) This Agreement will terminate automatically in the
event of its assignment.
Section 6. Selection of Certain Trustees
While this Agreement is in effect, the selection and
nomination of the Trust's Trustees who are not interested persons
of the Trust will be committed to the discretion of the Trustees
then in office who are not interested persons of the Trust.
Section 7. Amendments
No material amendment to this Agreement may be made unless
approved by the Trust's Board of Trustees in the manner described
in Section 3 above.
Section 8. Meaning of Certain Terms
As used in this Agreement, the terms "assignment,"
"interested person" and "majority of this outstanding voting
securities" will be deemed to have the same meaning that those
terms have under the Investment Company Act of 1940, as amended
(the "Act") and the rules and regulations under the Act, subject
to any exemption that may be granted to the Trust under the Act
by the Securities and Exchange Commission.
Section 9. Dates
This Agreement has been executed by the parties as of
________, 1995 and will become effective on _______, 1996.
If the terms and conditions described above are in
accordance with your understanding, kindly indicate your
acceptance of this Agreement by signing and returning to us the
enclosed copy of this Agreement.
Very truly yours,
TAX-FREE TRUST OF ARIZONA
By:________________________
Xxxxxxx X. Xxxx,
Treasurer
Accepted:
AQUILA DISTRIBUTORS, INC.
By:_____________________________
Xxxx X. Xxxxxxxx
Secretary
