AMENDMENT TO TAX-FREE TRUST OF OREGON SUB-ADVISORY AGREEMENT
Dated as of April 8, 2006
WHEREAS, the Federal Reserve Board has deemed Xxxxx Xxxxxxx &
Co. ('Piper') to be an affiliate of U.S. Bank N.A. (the 'Bank') for
purposes of Sections 23A and 23B of the Federal Reserve Act;
WHEREAS, Section 23B(b)(1)(A) of the Federal Reserve Act
imposes certain restrictions on the Bank and its subsidiaries, acting
as a fiduciary, from purchasing or acquiring any security or other asset
from an affiliate of the Bank unless such purchase is permitted (i) under
the instrument creating the fiduciary relationship, (ii) by court order,
or (iii) by law of the jurisdiction governing the fiduciary relationship;
WHEREAS, Aquila Investment Management Corporation LLC ('Aquila'),
a registered investment adviser under the Investment Advisers Act of 1940,
serves as the investment adviser to The Cascades Trust (the 'Trust'),
including Tax-Free Trust of Oregon (the 'Fund'), a separately managed
series of the Trust;
WHEREAS, FAF Advisors, Inc. (formerly known as U.S. Bancorp Xxxxx
Xxxxxxx Asset Management, Inc. and subsequently known as U.S. Bancorp Asset
Management, Inc., hereinafter 'FAF'), a subsidiary of the Bank, acts as the
investment sub-adviser to the Fund under the Tax-Free Trust of Oregon Sub-
Advisory Agreement, dated October 31, 1997, as amended (the 'Sub-Advisory
Agreement');
WHEREAS, FAF believes it is in the best interests of the Fund to
permit FAF, when acting as fiduciary for the Fund, to cause the Fund to
purchase securities from Piper;
WHEREAS, to avoid any doubt as to whether FAF is permitted to
cause the Fund to purchase securities from Piper, FAF, Aquila and the
Trust wish to amend the Sub-Advisory Agreement to expressly permit the
Fund to purchase securities from Piper, with Piper acting as principal,
as long as such purchases would not be prohibited by Section 17(a) of
the Investment Company Act of 1940;
WHEREAS, the Trust, Aquila and FAF also wish to amend the Sub-
Advisory Agreement to take advantage of the exemption provided by Rule
17a-10 of the Investment Company Act of 1940.
NOW, THEREFORE, the Trust, Aquila and FAF agree as follows:
The Sub-Advisory Agreement is hereby amended to expressly
permit the Fund to purchase securities from Piper, with Piper acting
as principal, as long as such purchases would not be prohibited by
Section 17(a) of the Investment Company Act of 1940.
In addition, the Sub-Advisory Agreement is hereby amended to
expressly prohibit FAF from consulting with any other sub-adviser of
the Fund or any other sub-adviser to a fund under common control with
the Fund concerning securities transactions of the Fund in securities
or other assets.
IN WITNESS WHEREOF, the Trust, Aquila and FAF have caused this
instrument to be executed as of the date first above written by their
duly authorized officers.
FAF ADVISORS, INC.
By: _________________________________
Its: _________________________________
THE CASCADES TRUST
By: _________________________________
Its: _________________________________
AQUILA INVESTMENT MANAGEMENT LLC
By: _________________________________
Its: _________________________________
