AMENDMENT TO TAX-FREE TRUST OF OREGON
SUB-ADVISORY AGREEMENT
Dated as of April 8, 2006
WHEREAS, the Federal Reserve Board has deemed Xxxxx Xxxxxxx & Co. ("Piper")
to be an affiliate of U.S. Bank N.A. (the "Bank") for purposes of Sections 23A
and 23B of the Federal Reserve Act;
WHEREAS, Section 23B(b)(1)(A) of the Federal Reserve Act imposes certain
restrictions on the Bank and its subsidiaries, acting as a fiduciary, from
purchasing or acquiring any security or other asset from an affiliate of the
Bank unless such purchase is permitted (i) under the instrument creating the
fiduciary relationship, (ii) by court order, or (iii) by law of the jurisdiction
governing the fiduciary relationship;
WHEREAS, Aquila Investment Management Corporation LLC ("Aquila"), a
registered investment adviser under the Investment Advisers Act of 1940, serves
as the investment adviser to The Cascades Trust (the "Trust"), including
Tax-Free Trust of Oregon (the "Fund"), a separately managed series of the Trust;
WHEREAS, FAF Advisors, Inc. (formerly known as U.S. Bancorp Xxxxx Xxxxxxx
Asset Management, Inc. and subsequently known as U.S. Bancorp Asset Management,
Inc., hereinafter "FAF"), a subsidiary of the Bank, acts as the investment
sub-adviser to the Fund under the Tax-Free Trust of Oregon Sub-Advisory
Agreement, dated October 31, 1997, as amended (the "Sub-Advisory Agreement");
WHEREAS, FAF believes it is in the best interests of the Fund to permit
FAF, when acting as fiduciary for the Fund, to cause the Fund to purchase
securities from Piper;
WHEREAS, to avoid any doubt as to whether FAF is permitted to cause the
Fund to purchase securities from Piper, FAF, Aquila and the Trust wish to amend
the Sub-Advisory Agreement to expressly permit the Fund to purchase securities
from Piper, with Piper acting as principal, as long as such purchases would not
be prohibited by Section 17(a) of the Investment Company Act of 1940;
WHEREAS, the Trust, Aquila and FAF also wish to amend the Sub-Advisory
Agreement to take advantage of the exemption provided by Rule 17a-10 of the
Investment Company Act of 1940.
NOW, THEREFORE, the Trust, Aquila and FAF agree as follows:
The Sub-Advisory Agreement is hereby amended to expressly permit the Fund
to purchase securities from Piper, with Piper acting as principal, as long as
such purchases would not be prohibited by Section 17(a) of the Investment
Company Act of 1940.
In addition, the Sub-Advisory Agreement is hereby amended to expressly
prohibit FAF from consulting with any other sub-adviser of the Fund or any other
sub-adviser to a fund under common control with the Fund concerning securities
transactions of the Fund in securities or other assets.
IN WITNESS WHEREOF, the Trust, Aquila and FAF have caused this instrument
to be executed as of the date first above written by their duly authorized
officers.
FAF ADVISORS, INC. THE CASCADES TRUST
By: ------------------------- By: ------------------------
Its: ------------------------ Its: ------------------------
AQUILA INVESTMENT MANAGEMENT LLC
By: -------------------------
Its: ------------------------
