ASSIGNMENT AND ASSUMPTION OF ADMINISTRATION AGREEMENT
This Assignment and Assumption of Administration Agreement is entered into
this 25th day of November, 2003 by and among Aquila Management Corporation
("Former Administrator"), a New York corporation, Cash Assets Trust, a
Massachusetts business trust (the "Fund"), and Aquila Investment Management LLC
("New Administrator"), a Delaware limited liability company.
WHEREAS, pursuant to an Amended and Restated Administration Agreement dated
as of November 1, 1993 (as from time to time amended or supplemented, the
"Administration Agreement"), the Fund, on behalf of Pacific Capital Tax-Free
Cash Assets Trust, has retained Former Administrator to provide administrative
services to the Fund;
WHEREAS, Former Administrator desires to assign its rights, duties and
responsibilities under the Administration Agreement to New Administrator, and
New Administrator wishes to assume such rights, duties and responsibilities,
each subject to the terms and conditions of this Agreement;
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 Administrator hereby assigns to New Administrator all of Former
Administrator's rights, duties, and obligations under the Administration
Agreement (the "Assignment") and New Administrator accepts such Assignment and
hereby assumes all such rights, duties, and obligations under the Administration
Agreement, together with any other obligations of Former Administrator to the
Fund. Any procedures established from time to time by agreement between Former
Administrator and the Fund are hereby adopted by New Administrator, subject to
the terms and conditions contained herein and subject to amendment by mutual
agreement of New Administrator and the Fund.
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
Administration Agreement are satisfied or until terminated in accordance with
said Section 5.
3. No Termination. The parties agree that the Administration Agreement, as
assigned by this Assignment and Assumption of Administration Agreement, shall
remain in full force and effect after the Assignment.
4. Representation and Warranty. Former Administrator hereby represents and
warrants that, immediately prior to or simultaneously with the Assignment,
Former Administrator contributed, assigned, conveyed or otherwise transferred
substantially all of its assets and liabilities to New Administrator. For
purposes of this Assignment and Assumption of Administration Agreement, the
Former Administrator will be considered to have transferred a lease to New
Administrator if New Administrator is granted the right to occupy and use the
leased premises for a term co-extensive with the Former Adviser's lease.
5. Guarantee. Former Administrator hereby guarantees the performance by New
Administrator of all of New Administrator's obligations under the Administration
Agreement and this Assignment and Assumption of Administration Agreement, and if
all or any part of New Administrator's obligations under the Administration
Agreement or this Assignment and Assumption Agreement shall not be performed in
full by New Administrator in accordance with their terms, Former Administrator
will, upon notice from Fund, perform such obligations, without any other demand,
protest or any other notice whatsoever, from Fund or otherwise.
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption of Administration 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
CASH ASSETS TRUST,
On Behalf of
Pacific Capital
Tax-Free Cash Assets Trust
/s/ Xxxx Xxxxxxxx /s/ Xxxxxx X. XxXxxxxx
____________________________ By:______________________
Name: Xxxx Xxxxxxxx Name: Xxxxxx X. XxXxxxxx
Title: Chief Financial Officer
and Treasurer
AQUILA INVESTMENT
MANAGEMENT LLC
/s/ Xxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
____________________________ By:______________________
Name: Xxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: President
