AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AGREEMENT, made as of July 17, 1995, by and between
XXXXXXXXX TAX-FREE TRUST (the "Business Trust"), a Massachusetts
business trust, 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx 00000 and Aquila Management Corporation (the
"Administrator"), a New York corporation, 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 wish to
amend the Administration Agreement between them dated December
16.1992 so that it shall be as herein set forth (referred to
hereafter as "this Agreement") with respect to a portfolio of the
Business Trust entitled Xxxxxxxxx Tax-Free Fund of Kentucky (the
"Fund");
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 Fund and for the
investment adviser for the Fund (the "Adviser").
2. Duties and Obligations of the Adviser and Administrator to
the Fund 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 Fund other than those services
relating to the investment portfolio of the Fund 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 Fund;
(ii) oversee all relationships between the Fund 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 Fund and for
the sale, servicing or redemption of the Fund's shares;
(iii) provide to the Adviser and the Fund 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) either keep the accounting records of the Fund,
including the computation of net asset value per share and
the dividends (provided that daily pricing of the Fund's
portfolio shall be the responsibility of the Adviser under
the Advisory Agreement) or, at its expense and
responsibility, delegate such duties in whole or in part to
a company satisfactory to the Fund;
(v) maintain the Fund's books and records and prepare (or
assist counsel and auditors in the preparation of) all
required proxy statements, reports to the Fund'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 Fund;
(vi) prepare, on behalf of the Fund and at the Fund's
expense, such applications and reports as may be necessary
to register or maintain the registration of the Fund and/or
its shares under the securities or "Blue-Sky" laws of all
such jurisdictions as may be required from time to time;
(vii) respond to any inquiries or other communications of
shareholders of the Fund and broker-dealers, or if any such
inquiry or communication is more properly to be responded to
by the Fund'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 Fund, as reflected in its
registration statement under the Act, or as amended by the
shareholders of the Fund.
(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 Fund's assets.
(d) The Administrator shall not be liable for any error in
judgment or for any loss suffered by the Fund 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 Fund 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 Fund who are affiliated
persons of the Administrator.
4. Compensation of the Administrator.
(a) 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 Fund at the end of each business day at the
annual rate of 0.33 of 1% of such net asset value, provided,
however, that for any day that the Fund pays or accrues a fee
under the Distribution Plan of the Fund based upon the assets of
the Fund (other than a fee allocable by class to certain shares
of the Fund), the annual management fee shall be payable at the
annual rate of 0.26 of 1% of such net asset value.
(b) The above fee shall be reduced, but not below zero, by
an amount equal to its pro-rata portion (hereafter described) of
the amount, if any, by which the total expenses of the Fund in
any fiscal year, exclusive of taxes, interest and brokerage fees,
shall exceed the lesser of (i) 2.5% of the first $30 million of
average annual net assets of the Fund plus 2% of the next $70
million of such assets and 1.5% of such assets in excess of $100
million, or (ii) 25% of the Fund's total annual investment
income. The payment of the above fee at the end of any month
will be reduced or postponed so that at no time will there be any
accrued but unpaid liability under this expense limitation,
subject to readjustment during the year. The pro-rata portion,
as between the Administrator and Adviser, is based on the
aggregate of the fee of the Adviser and the fee of the
Administrator (exclusive of amounts paid or to be paid out by the
Administrator, if any, for the applicable period pursuant to the
Fund's Distribution Plan).
5. Duration and Termination.
(a) This Agreement shall become effective on September 11,
1995, 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.
(c) This Agreement may not be amended, nor shall any
successor agreement between the parties be executed or delivered,
to increase the compensation of the Administrator without the
vote of the Fund'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, and the vote of the holders of a
"majority" (as so defined) of the outstanding voting securities
of the Fund.
6. Disclaimer of Shareholder Liability
The Administrator understands that the obligations of this
Agreement are not binding upon any shareholder of the Fund
personally, but bind only the Fund'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: Xxxxxxxxx Tax-Free Trust
________________________ By:___________________________________
ATTEST: Aquila Management Corporation
_______________________ By:___________________________________
