TAX-FREE CASH ASSETS TRUST
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AGREEMENT, made November 1, 1993 by and between Cash
Assets Trust (the "Business Trust"), a Massachusetts business
trust, 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000,
and Aquila Management Corporation (the "Administrator"), a New
York corporation, 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 10017,
W I T N E S S E T H :
WHEREAS, the Business Trust and the Administrator have
previously entered into an Amended and Restated Administration
Agreement with respect to a portfolio of the Business Trust
entitled Tax-Free Cash Assets Trust (the "Trust"); and
WHEREAS, the Business Trust and the Administrator now wish
to amend and restate their agreement as herein set forth,
referred to hereafter as "this Agreement"; and
WHEREAS, Hawaiian Trust Company, Limited (the "Adviser"), in
addition to acting as investment adviser to each portfolio of the
Business Trust and to Hawaiian Tax-Free Trust, has become
investment adviser to each series (a "New Fund") of another open-
end investment company registered under the Investment Company
Act of 1940 (the "Act"), the shares of which are readily
exchangeable into shares of the Trust; and
WHEREAS, the parties intend that this Agreement shall become
effective at 12:01 a.m. on the business day after the day on
which at least one of the New Funds, with exchangeability with
shares of the Trust, commences operations and achieves an asset
size of at least $5 million (the "Effective Date"); and
WHEREAS, this Agreement has been approved by the Board of
Trustees of the Trust;
NOW THEREFORE, in consideration of the mutual promises and
agreements herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. In General.
The Administrator shall perform (at its own expense) the
functions set forth more fully herein for the Trust and for the
investment adviser for the Trust (the "Adviser").
2. Duties and Obligations of the Adviser and Administrator to
the Trust and to Each Other.
(a) Subject to the succeeding provisions of this section and
subject to the direction and control of the Board of Trustees of
the Business Trust, the Administrator shall provide all
administrative services to the Trust other than those services
relating to the investment portfolios of the Trust and the
maintenance of its accounting books and records; as part of such
duties, the Administrator shall:
(i) provide office space, personnel, facilities and
equipment for the performance of the following functions and
for the maintenance of the headquarters of the Trust;
(ii) oversee all relationships between the Trust and its
transfer agent, custodian, legal counsel, auditors and
principal underwriter, including the negotiation of
agreements in relation thereto, the supervision and
coordination of the performance of such agreements, and the
overseeing of all administrative matters which are necessary
or desirable for the effective operation of the Trust and
for the sale, servicing or redemption of the Trust's shares;
(iii) provide to the Adviser and the Trust statistical and
other factual information and advice regarding economic
factors and trends, but shall not generally furnish advice
or make recommendations regarding the purchase or sale of
securities;
(iv) maintain the Trust's books and records (other than
accounting books and records), and prepare (or assist
counsel and auditors in the preparation of) all required
proxy statements, reports to the Trust's shareholders and
Trustees, reports to and other filings with the Securities
and Exchange Commission and any other governmental agencies,
and tax returns, and oversee the insurance relationships of
the Trust;
(v) prepare, on behalf of the Trust and at the Trust's
expense, such applications and reports as may be necessary
to register or maintain the registration of the Trust and/or
its shares under the securities or "Blue-Sky" laws of all
such jurisdictions as may be required from time to time;
(vi) respond to any inquiries or other communications of
shareholders of the Trust and broker-dealers, or if any such
inquiry or communication is more properly to be responded to
by the Trust's shareholder servicing and transfer agent or
distributor, oversee such shareholder servicing and transfer
agent's or distributor's response thereto.
(b) Any activities performed by the Administrator under this
section shall at all times conform to, and be in accordance with,
any requirements imposed by: (1) the Act and any rules or
regulations in force thereunder; (2) any other applicable laws,
rules and regulations; (3) the Declaration of Trust and By-Laws
of the Business Trust as amended and restated from time to time;
(4) any policies and determinations of the Board of Trustees of
the Business Trust; and (5) the fundamental policies of the
Trust, as reflected in its registration statement under the Act,
or as amended by the shareholders of the Trust.
(c) The Administrator assumes no responsibility under this
agreement other than to render the services called for hereunder,
and specifically assumes no responsibilities for investment
advice or the investment or reinvestment of the Trust's assets.
(d) The Administrator shall not be liable for any error in
judgment or for any loss suffered by the Trust in connection with
the matters to which this Agreement relates, except a loss
resulting from wilful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this
Agreement.
(e) Nothing in this Agreement shall prevent the
Administrator or any officer thereof from acting as investment
adviser, sub-adviser, administrator or manager for any other
person, firm, or corporation, and shall not in any way limit or
restrict the Administrator or any of its officers, stockholders
or employees from buying, selling or trading any securities for
its own or their own accounts or for the accounts of others from
whom it or they may be acting, provided, however, that the
Administrator expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the
performance of its obligations to the Adviser or the Trust under
this Agreement. The Business Trust shall indemnify the
Administrator to the full extent permitted by the Business
Trust's Declaration of Trust.
3. Allocation of Expenses.
The Administrator shall, at its own expense, provide office
space, facilities, equipment, and personnel for the performance
of its functions hereunder and will pay all compensation of
Trustees, officers, and employees of the Trust who are affiliated
persons of the Administrator.
4. Compensation of the Administrator.
(a) The Business Trust agrees to pay the Administrator,
and the Administrator agrees to accept as full compensation for
all services rendered by the Administrator as such, a management
fee payable monthly and computed on the net asset value of the
Trust as of the close of business each business day at the annual
rate of 0.13 of 1% of such net asset value on net asets of up to
$95 million and on net assets above that amount at an annual rate
of 0.07 of 1% of such net assets.
(b) The Administrator agrees that the fee under (a)
above shall be reduced, but not below zero, by an amount equal to
its pro-rata portion (hereafter described) of the amount, if any,
by which the total expenses of the Trust in any fiscal year,
exclusive of taxes, interest and brokerage fees, shall exceed the
lesser of (i) 2.5% of the first $30 million of average annual net
assets of the Trust plus 2% of the next $70 million of such net
assets of the Trust plus 1.5% of its average annual net assets in
excess of $100 million, or (ii) 25% of the Trust's total annual
investment income. The payment of the fee under (a) above at the
end of any month will be reduced or postponed so that at no time
will there be any accrued but unpaid liability under this expense
limitation, subject to readjustment during the year. The pro
rata portion, as between the Administrator and Adviser, is based
on the aggregate of the fee of the Adviser and the fee of the
Administrator (exclusive of amounts paid or to be paid out for
the applicable period pursuant to the Trust's Distribution Plan).
5. Duration and Termination.
(a) This Agreement shall become effective upon the Effective
Date, after approval by a vote of a majority of the Trustees who
are not parties to this Agreement or "interested persons" (as
defined in the Act) of any such party, with votes cast in person
at a meeting called for the purpose of voting on such approval
and shall, unless terminated as hereinafter provided, continue in
effect until the June 30 next preceding the first anniversary of
the effective date of this Agreement, and from year to year
thereafter.
(b) This Agreement may be terminated by the Administrator at
any time without penalty upon giving the Adviser and the Business
Trust sixty days' written notice (which notice may be waived by
them) and may be terminated by the Business Trust at any time
without penalty upon giving the Administrator sixty days' written
notice (which notice may be waived by the Administrator) provided
that such termination by the Business Trust shall be directed or
approved by a vote of a majority of its Trustees in office at the
time, including a majority of the Trustees who are not interested
persons (as defined in the Act) of the Business Trust.
6. Disclaimer of Shareholder Liability
The Administrator understands that the obligations of this
Agreement are not binding upon any shareholder of the Trust
personally, but bind only the Trust's property; the Administrator
represents that it has notice of the provisions of the Business
Trust's Declaration of Trust disclaiming shareholder liability
for acts or obligations of the Business Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their duly authorized officers and
their seals to be hereunto affixed, all as of the day and year
first above written.
ATTEST: Tax-Free Cash Assets Trust
________________________ By:_____________________________
Assistant Secretary Vice President
ATTEST: Aquila Management Corporation
_______________________ By:_____________________________
Treasurer and Asst. Secy. President and Chairman
