PACIFIC CAPITAL TAX-FREE CASH ASSETS TRUST
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AGREEMENT, made _________, 2008 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 Investment Management LLC (the
"Administrator"), a Delaware limited liability company, 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, 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 0.082 of 1% of such net asset value on net assets of up to
$300 million and on net assets above that amount at an annual rate of 0.065 of
1% of such net assets.
5. Duration and Termination.
(a) This Agreement shall become effective upon the date first above
written, 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 Investment Management LLC
_______________________ By:___________________________________
Treasurer and Asst. Secy. President and Chairman
