ASSIGNMENT AND ASSUMPTION OF SUB-ADVISORY AGREEMENT
This Assignment and Assumption Agreement is entered into this 19th day of
December, 2003 by and among Aquila Management Corporation ("Former
Adviser"), a New York corporation, Xxxxxxxxxxx Xxxxxx Investment Management,
Inc. (formerly known as KPM Investment Management, Inc.) (the "Sub-Adviser"),
and Aquila Investment Management LLC ("New Adviser"), a Delaware limited
liability company.
WHEREAS, pursuant to an Advisory and Administrative Agreement dated as of
August 28, 2000 (as from time to time amended or supplemented, the "Management
Agreement"), Tax-Free Fund of Colorado, a registered management investment
company (the "Fund"), has retained Former Adviser to provide investment
management services to the Fund;
WHEREAS, pursuant to a Sub-Advisory Agreement dated as of August 28, 2000
(as from time to time amended or supplemented, the "Sub-Advisory Agreement"),
Former Adviser has retained Sub-Adviser to provide portfolio management services
to the Fund;
WHEREAS, Sub-Adviser is, and at the time of the effectiveness of the
Assignment (as defined in numbered paragraph 1 below), New Adviser will be,
registered with the SEC as an investment adviser under the Investment Advisers
Act of 1940 and the rules and regulations thereunder, as amended from time to
time;
WHEREAS, both the Board of Trustees of the Fund and Former Adviser desire
that Former Adviser be replaced as the Fund's investment manager by New Adviser
in a transaction which does not result in a change of actual control or
management in accordance with Rule 2a-6 of the Investment Company Act of 1940
(the "1940 Act");
WHEREAS, New Adviser desires that Sub-Adviser continue to provide portfolio
management services to the Fund on the same terms and conditions under which it
currently provides such services; and
WHEREAS, Former Adviser desires to assign its rights, duties and
responsibilities under the Sub-Advisory Agreement to New Advisor, New Advisor
wishes to assume such rights, duties and responsibilities, each subject to the
terms and conditions of this Agreement, and Sub-Adviser wishes to consent to
such assignment and assumption;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Assignment and Assumption. Subject to the terms and conditions contained
herein, Former Adviser hereby assigns to New Adviser all of Former Adviser's
rights, duties and obligations under the Sub-Advisory Agreement (the
"Assignment"), New Adviser accepts such Assignment and hereby assumes all such
rights, duties, and obligations under the Sub-Advisory Agreement, and
Sub-Advisor consents to such Assignment. Any procedures established from time to
time by agreement between Former Adviser and Sub-Adviser are hereby adopted by
New Adviser, subject to the terms and conditions contained herein and subject to
amendment by mutual agreement of New Adviser and Sub-Adviser.
2. Term. The Assignment shall become effective at 12:01 A.M. on January 1,
2004 and shall extend for so long as the terms specified in Section 5 of the
Sub-Advisory Agreement are satisfied or until terminated in accordance with said
Section 5.
3. No Termination. The parties agree that the Assignment shall not
constitute an "assignment" of the Sub-Advisory Agreement for purposes of Section
5 of the Sub-Advisory Agreement or the 1940 Act, and that the Sub-Advisory
Agreement, as assigned by this Assignment and Assumption of Sub-Advisory
Agreement, shall remain in full force and effect after the Assignment.
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the day and year first above written.
ATTEST: AQUILA MANAGEMENT
CORPORATION
/s/ Xxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
____________________________ By:______________________
Name: Xxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: President
XXXXXXXXXXX XXXXXX INVESTMENT
MANAGEMENT, INC.
/s/ Xxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
___________________________ By:______________________
Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: President
AQUILA INVESTMENT
MANAGEMENT LLC
/s/ Xxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
____________________________ By:______________________
Name: Xxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: President
ACCEPTED AND CONSENTED TO:
TAX-FREE FUND OF COLORADO
/s/ Xxxxxx X. XxXxxxxx
By:_________________________
Name: Xxxxxx X. XxXxxxxx
Title: Chief Financial Officer and Treasurer
