RELATED AGREEMENT
UNDER DISTRIBUTION PLAN
THIS AGREEMENT, made as of the 28th day of February,
1992, by and between CAPITAL CASH MANAGEMENT TRUST (the "Trust"),
a Massachusetts business trust, 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxx, Xxx Xxxx 00000, and AQUILA MANAGEMENT CORPORATION (the
"Administrator"), 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 10017,
W I T N E S S E T H :
WHEREAS, the Distribution Plan of the Trust (the
"Distribution Plan") provides that the Administrator shall make
determinations under the Distribution Plan, may make Permitted
Payments to Qualified Recipients, as there defined, and has certain
other responsibilities under the Distribution Plan; and
WHEREAS, the Trust and the Administrator wish to
enter into an agreement as herein set forth, referred to hereafter
as "this Agreement" concerning the operation of the Distribution
Plan;
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. Services of the Administrator.
(a) The Administrator agrees to act as
administrator and manager under the Distribution Plan, to make such
determinations and disbursements as may be required or permitted
under the Distribution Plan, to provide such reports to the
Trustees as are required by the Distribution Plan and to oversee
compliance with the Plan, all as more particularly set forth
therein.
(b) Any services furnished by the Administrator
under this Agreement shall at all times conform to, and be in
accordance with, any requirements imposed by: (1) the Investment
Company Act of l940 (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 Trust
as amended from time to time; (4) any policies and determinations
of the Board of Trustees of the Trust; and (5) the Distribution
Plan.
4. Compensation of the Administrator
(a) The Administrator shall serve without
compensation for the services to be provided under this Agreement.
5. Duration and Termination
(a) This Agreement shall become effective on
the date set forth above and shall, unless terminated as
hereinafter provided, continue in effect until the November 30 next
preceding the first anniversary of the effective date of this
Agreement, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually (1) by
a vote of the Trust's Board of Trustees, including 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, or (2) by a vote of the holders of a
"majority" (as so defined) of the outstanding voting securities of
the Trust and by such a vote of the Trustees.
(b) This Agreement may be terminated by the
Administrator at any time without penalty upon giving the Trust
sixty days' written notice (which notice may be waived by the
Trust) and may be terminated by the 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 Trust shall be directed or approved by a
vote of a majority of its Trustees in office at the time who are
not interested persons of the Trust and have no direct or indirect
financial interest in the operation of the Distribution Plan or in
any agreements related to the Distribution Plan
or by a vote of the holders of a majority (as defined in the Act)
of the voting securities of the Trust outstanding and entitled to
vote. This Agreement shall automatically terminate in the event of
its assignment (as defined in the Act).
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 Trust's Declaration of Trust disclaiming shareholder liability
for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have
caused the foregoing 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
/s/Xxxxxxx X. XxxXxxxxxx /s/Xxxx X. Xxxxxxxx
________________________ By:___________________________________
Xxxxxxx X. XxxXxxxxxx Xxxx X. Xxxxxxxx
Assistant Secretary President and Chairman
ATTEST: AQUILA MANAGEMENT CORPORATION
/s/Xxxxxxx X. Childs III /s/Xxxx X. Xxxxxxx
________________________ By:___________________________________
Xxxxxxx X. Childs III Xxxx X. Xxxxxxx
Treasurer and Asst. Secy.
