AMENDED AGREEMENT AMONG INSUREDS
UNDER D&O/E&O INSURANCE POLICY
AGREEMENT made as of March 22, 2007, 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, 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:
1. 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").
2. 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
i. 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;
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.
3. 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 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 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,
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.
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.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date above written.
ATTEST: AQUILA ROCKY MOUNTAIN EQUITY FUND
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: AQUILA THREE PEAKS HIGH INCOME FUND
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: CAPITAL CASH MANAGEMENT TRUST
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: CASH ASSETS TRUST
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: XXXXXXXXX CASH RESERVES TRUST
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: XXXXXXXXX TAX-FREE FUND OF KENTUCKY
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: HAWAIIAN TAX-FREE TRUST
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: NARRAGANSETT INSURED TAX-FREE INCOME
FUND
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: TAX-FREE FUND OF COLORADO
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: TAX-FREE FUND FOR UTAH
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: TAX-FREE TRUST OF ARIZONA
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: TAX-FREE TRUST OF OREGON
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: AQUILA MANAGEMENT CORPORATION
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: AQUILA INVESTMENT MANAGEMENT LLC
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. Xxxxxxxx,
Chief Compliance Officer
ATTEST: AQUILA DISTRIBUTORS, INC.
/s/ Xxxxxx x. Xxxx /s/ Xxxxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxx X. XxXxxxxx
Principal and Treasurer
AGREEMENT AMONG INSUREDS
UNDER D&O/E&O INSURANCE POLICY
SCHEDULE A
PARTIES
FUNDS
Aquila Rocky Mountain Equity Fund
Aquila Three Peaks High Income 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
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.
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 7.50
Aquila Distributors, Inc. 7.50
Funds -- 85%
Aquila Rocky Mountain Equity Fund 0.49
Aquila Three Peaks High Income Fund 0.00
Capital Cash Management Trust 0.00
Cash Assets Trust: (Pacific Capital Funds) 37.82
Cash Assets Trust (9.68%)
Tax-Free Cash Assets Trust (4.00%)
U.S. Government Securities
Cash Assets Trust (24.14%)
Xxxxxxxxx Cash Reserves Trust 0.00
Xxxxxxxxx Tax-Free Fund of Kentucky 5.39
Hawaiian Tax-Free Trust 13.93
Narragansett Insured Tax-Free Income Fund 3.01
Tax-Free Fund of Colorado 4.57
Tax-Free Fund For Utah 4.20
Tax-Free Trust of Arizona 7.17
Tax-Free Trust of Oregon 8.42
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) 73.09
Cash Assets Trust (18.76%)
Tax-Free Cash Assets Trust (7.73%)
U.S. Government Securities
Cash Assets Trust (46.65%)
Hawaiian Tax-Free Trust 26.91
SCHEDULE B-3
COVERAGE OF UNITARY MANAGEMENT FUNDS
Level 3 coverage: Unitary Management Funds:
$2,000,000 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 4.83
Xxxxxxxxx Tax-Free Fund of Kentucky 53.50
Tax-Free Fund For Utah 41.67
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 Rocky Mountain Equity Fund 0.49
Aquila Three Peaks High Income Fund 0.00
Capital Cash Management Trust 0.00
Cash Assets Trust: (Pacific Capital Funds) 37.82
Cash Assets Trust (9.68%)
Tax-Free Cash Assets Trust (4.00%)
U.S. Government Securities
Cash Assets Trust (24.14%)
Xxxxxxxxx Cash Reserves Trust 0.00
Xxxxxxxxx Tax-Free Fund of Kentucky 5.39
Hawaiian Tax-Free Trust 13.93
Narragansett Insured Tax-Free Income Fund 3.01
Tax-Free Fund of Colorado 4.57
Tax-Free Fund For Utah 4.20
Tax-Free Trust of Arizona 7.17
Tax-Free Trust of Oregon 8.42
Date of Schedule: March 22, 2007
based on assets as of June 30, 2006
