CAPITAL CASH U.S. GOVERNMENT SECURITIES TRUST
ADMINISTRATION AGREEMENT
THIS AGREEMENT, made as of [Prospectus date], 1999 by and
between CAPITAL CASH MANAGEMENT TRUST (the "Business Trust"), a
Massachusetts business trust, 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxx, XX 00000, and AQUILA MANAGEMENT CORPORATION (the
"Administrator"), 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX
00000
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 dated as of December 16, 1992 with respect to the
original portfolio of the Business Trust entitled Capital Cash
Management Trust, which agreement is to continue in effect
unchanged; and
WHEREAS, the Business Trust and the Administrator now wish to
enter into an agreement, referred to hereafter as "this Agreement,"
with respect to an additional, recently-established portfolio of
the Business Trust entitled "CAPITAL CASH U.S. GOVERNMENT
SECURITIES TRUST" (the "Trust");
WHEREAS, this Agreement has been approved by the Board of
Trustees of the Business Trust at a meeting held on September [18],
1999;
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 portfolio 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 Investment Company Act of 1940
(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 for 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 shall pay all compensation of Trustees,
officers, and employees of the Trust who are affiliated persons of
the Administrator.
4. Compensation of the Administrator.
The Business Trust shall pay the Administrator, and the
Administrator shall accept as full compensation for all services
rendered hereunder, a fee payable monthly and computed on the net
asset value of the Trust at the end of each business day at the
annual rate of 0.15 of 1% of such net asset value.
5. Expense Guarantee.
Under the expense guarantee provided in this section the
Administrator shall waive fees and reimburse expenses to the Trust
as required so that the total expenses of the Trust in any fiscal
year, exclusive of amounts paid under the Distribution Plan or the
Shareholder Services Plan, or both, of the Trust, shall not exceed
0.60 of 1 % of its average annual net assets. The payment of any
fee under this Agreement to the Administrator at the end of any
month will be reduced or postponed as may be required by reason of
this expense guarantee, subject to readjustment during the year.
Any reimbursement of expense to the Trust with respect to a fiscal
year shall be made during or at the end of that fiscal year, and
any reimbursements made during the fiscal year shall be subject to
readjustment during the year. This expense guarantee shall
continue until the last day of the fiscal year of the Trust during
which this Agreement became effective. It shall continue from year
to year thereafter, provided, however, that upon at least six
months' written notice to the Trust, the Administrator may cancel
its obligation under this expense guarantee. Upon the expiration
of the expense guarantee, any amount then outstanding thereunder
shall be paid, and thereupon neither party shall have any further
liability to the other thereunder. This expense guarantee and any
outstanding obligation thereunder shall survive the termination of
this Agreement.
6. Duration and Termination.
(a) This Agreement shall become effective as of the date first
written above, 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 November 30 next preceding the second
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.
7. 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.
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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: CAPITAL CASH MANAGEMENT TRUST
________________________ By:___________________________________
ATTEST: AQUILA MANAGEMENT CORPORATION
_______________________ By:___________________________________
