TAX-FREE TRUST OF OREGON
ADVISORY AND ADMINISTRATION AGREEMENT
THIS AGREEMENT, made as of ______ __, 2009 by and between The Cascades
Trust (the "Business Trust"), a Massachusetts business trust, 000 Xxxxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 and AQUILA INVESTMENT MANAGEMENT
LLC (the "Manager"), a Delaware limited liability company, 000 Xxxxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
W I T N E S S E T H:
WHEREAS, the Business Trust and the Manager wish to enter into an Advisory
and Administration Agreement referred to hereafter as "this Agreement," with
respect to a portfolio of the Business Trust entitled Tax-Free Trust of Oregon
(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 Manager shall perform (at its own expense) the functions set forth more
fully herein for the Trust.
2. Duties and Obligations of the Manager
(a) Investment Advisory Services. Subject to the succeeding provisions of
this Section and subject to the direction and control of the Board of Trustees
of the Trust, the Manager shall:
(i) supervise continuously the investment program of the Trust and the
composition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust;
(iii) arrange for the purchase and the sale of securities held in the
portfolio of the Trust; and
(iv) at its expense provide for pricing of the Trust's portfolio daily
using a pricing service or other source of pricing information
satisfactory to the Trust and, unless otherwise directed by the Board
of Trustees, provide for pricing of the Trust's portfolio at least
quarterly using another such source satisfactory to the Trust.
Subject to the provisions of Section 5 hereof, the Manager may at its own
expense delegate to a qualified organization ("Sub-Adviser"), affiliated or not
affiliated with the Manager, any or all of the above duties. Any such delegation
of the duties set forth in (i), (ii) or (iii) above shall be by a written
agreement (the "Sub-Advisory Agreement") approved as provided in Section 15 of
the Investment Company Act of 1940 (the "Act").
(b) Administration. Subject to the succeeding provisions of this Section and
subject to the direction and control of the Board of Trustees of the Trust, the
Manager shall provide all administrative services to the Trust other than those
relating to its investment portfolio delegated to a Sub-Adviser of the Trust
under a Sub-Advisory Agreement; as part of such administrative duties, the
Manager 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 any sub-adviser,
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) either keep the accounting records of the Trust, including the
computation of net asset value per share and the dividends (provided
that if there is a Sub-Adviser, daily pricing of the Trust's
portfolio shall be the responsibility of the Sub-Adviser under the
Sub-Advisory Agreement) or, at its expense and responsibility,
delegate such duties in whole or in part to a company satisfactory to
the Trust;
(iv) maintain the Trust's 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; and
(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.
(c) Compliance with Requirements. Any investment program furnished, and any
activities performed, by the Manager or by a Sub-Adviser 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 Trust as amended from time to time; (4) any policies and
determinations of the Board of Trustees of the 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.
(d) Best Efforts; Responsibility. The Manager shall give the Trust the
benefit of its best judgment and effort in rendering services hereunder, but the
Manager shall not be liable for any loss sustained by reason of the adoption of
any investment policy or the purchase, sale or retention of any security,
whether or not such purchase, sale or retention shall have been based upon (i)
its own investigation and research or (ii) investigation and research made by
any other individual, firm or corporation, if such purchase, sale or retention
shall have been made and such other individual, firm or corporation shall have
been selected in good faith by the Manager or a Sub-Adviser.
(e) Other Customers. Nothing in this Agreement shall prevent the Manager 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 Manager or any of its officers, members 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 Manager expressly represents that it will undertake
no activities which, in its judgment, will adversely affect the performance of
its obligations under this Agreement.
(f) Order Allocation. In connection with any duties for which it may become
responsible to arrange for the purchase and sale of the Trust's portfolio
securities, the Manager shall select, and shall cause any Sub-Adviser to select,
such broker-dealers ("dealers") as shall, in the Manager's judgment, implement
the policy of the Trust to achieve "best execution," i.e., prompt, efficient,
and reliable execution of orders at the most favorable net price. The Manager
shall cause the Trust to deal directly with the selling or purchasing principal
or market maker without incurring brokerage commissions unless the Manager
determines that better price or execution may be obtained by paying such
commissions; the Trust expects that most transactions will be principal
transactions at net prices and that the Trust will incur little or no brokerage
costs. The Trust understands that purchases from underwriters include a
commission or concession paid by the issuer to the underwriter and that
principal transactions placed through dealers include a spread between the bid
and asked prices. In allocating transactions to dealers, the Manager is
authorized and shall authorize any Sub-Adviser, to consider, in determining
whether a particular dealer will provide best execution, the dealer's
reliability, integrity, financial condition and risk in positioning the
securities involved, as well as the difficulty of the transaction in question,
and thus need not pay the lowest spread or commission available if the Manager
determines in good faith that the amount of commission is reasonable in relation
to the value of the brokerage and research services provided by the dealer,
viewed either in terms of the particular transaction or the Manager's overall
responsibilities. If, on the foregoing basis, the transaction in question could
be allocated to two or more dealers, the Manager is authorized, in making such
allocation, to consider whether a dealer has provided research services, as
further discussed below. Such research may be in written form or through direct
contact with individuals and may include quotations on portfolio securities and
information on particular issuers and industries, as well as on market,
economic, or institutional activities. The Trust recognizes that no dollar value
can be placed on such research services or on execution services and that such
research services may or may not be useful to the Trust and may be used for the
benefit of the Manager or its other clients. The Manager shall cause the
foregoing provisions, in substantially the same form, to be included in any
Sub-Advisory Agreement.
(g) Registration Statement; Information. It is agreed that the Manager shall
have no responsibility or liability for the accuracy or completeness of the
Trust's Registration Statement under the Act and the Securities Act of 1933,
except for information supplied by the Manager for inclusion therein. The
Manager shall promptly inform the Trust as to any information concerning the
Manager appropriate for inclusion in such Registration Statement, or as to any
transaction or proposed transaction which might result in an assignment of the
Agreement.
(h) Liability for Error. The Manager shall not be liable for any error in
judgment or for any loss suffered by the Trust or its security holders 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. Nothing in this Agreement shall, or
shall be construed to, waive or limit any rights which the Trust may have under
federal and state securities laws which may impose liability under certain
circumstances on persons who act in good faith.
(i) Indemnification. The Trust shall indemnify the Manager to the full
extent permitted by the Trust's Declaration of Trust.
3. Allocation of Expenses
The Manager 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 Manager.
The Trust agrees to bear the costs of preparing and setting in type
its prospectuses, statements of additional information and reports to its
shareholders, and the costs of printing or otherwise producing and distributing
those copies of such prospectuses, statements of additional information and
reports as are sent to its shareholders. All costs and expenses not expressly
assumed by the Manager under this sub-section or otherwise by the Manager,
administrator or principal underwriter or by any Sub-Adviser shall be paid by
the Trust, including, but not limited to (i) interest and taxes; (ii) brokerage
commissions; (iii) insurance premiums; (iv) compensation of its Trustees other
than those affiliated with the Manager or such adviser, administrator or
principal underwriter and expenses of all its Trustees; (v) legal and audit
expenses; (vi) custodian and transfer agent, or shareholder servicing agent,
fees and expenses; (vii) expenses incident to the issuance of its shares
(including issuance on the payment of, or reinvestment of, dividends); (viii)
fees and expenses incident to the registration under Federal or State securities
laws of the Trust or its shares; (ix) expenses of preparing, printing and
mailing reports and notices and proxy material to shareholders of the Trust; (x)
all other expenses incidental to holding meetings of the Trust's shareholders;
and (xi) such non-recurring expenses as may arise, including litigation
affecting the Trust and the legal obligations for which the Trust may have to
indemnify its officers and Trustees.
4. Compensation of the Manager
The Trust agrees to pay the Manager, and the Manager agrees to
accept as full compensation for all services rendered by the Manager as such, an
annual 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 0.50 of 1% of
such net asset value provided, however, that for any day that the Trust pays or
accrues a fee under the Distribution Plan of the Trust based upon the assets of
the Trust, the annual fee shall be payable at the annual rate of 0.40 of 1% of
such net asset value.
5. Termination of Sub-Advisory Agreement
The Sub-Advisory Agreement may provide for its termination by the
Manager upon reasonable notice, provided, however, that the Manager agrees not
to terminate the Sub-Advisory Agreement except in accordance with such
authorization and direction of the Board of Trustees, if any, as may be in
effect from time to time.
6. Duration and Termination of this Agreement
(a) Duration. This Agreement shall become effective as of the date first
written above following approval by the shareholders of the Trust 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, 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) Termination. This Agreement may be terminated by the Manager 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 Manager sixty days' written notice (which notice
may be waived by the Manager), 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 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. The portions of
this Agreement which relate to providing investment advisory services (Sections
2(a), (c), (d) and (e)) shall automatically terminate in the event of the
assignment (as defined in the Act) of this Agreement, but all other provisions
relating to providing services other than investment advisory services shall not
terminate, provided however, that upon such an assignment the annual fee payable
monthly and computed on the net asset value of the Trust as of the close of
business each business day shall be reduced to the annual rate of 0.27 of 1% of
such net asset value and provided further, that for any day that the Trust pays
or accrues a fee under the Distribution Plan of the Trust based upon the assets
of the Trust, the annual fee shall be payable at the annual rate of 0.22 of 1%
of such asset value.
7. Disclaimer of Shareholder Liability
The Manager 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 Manager 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.
8. Notices of Meetings
The Trust agrees that notice of each meeting of the Board of
Trustees of the Trust will be sent to the Manager and that the Trust will make
appropriate arrangements for the attendance (as persons present by invitation)
of such person or persons as the Manager may designate.
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: THE CASCADES TRUST
________________________ By:___________________________________
ATTEST: AQUILA INVESTMENT MANAGEMENT LLC
_______________________ By:___________________________________
