Dated: 9/17/01

                                CASH ASSETS TRUST

                                   Rule 18f-3
                               Multiple Class Plan


                  Pacific Capital Cash Assets Trust, Pacific Capital Tax-Free
Cash Assets Trust and Pacific Capital U.S. Government Securities Cash Assets
Trust (the "Portfolios"), each a portfolio of Cash Assets Trust (the "Trust"),
have elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act") in offering multiple classes of shares in each
Portfolio with differing distribution arrangements, voting rights and expense
allocations. Prior to the adoption of Rule 18f-3, the Portfolios relied upon an
exemptive order granted by the Securities and Exchange Commission (the "SEC")
permitting the Portfolios to offer multiple classes of shares (the "Order").1/

                  Pursuant to Rule 18f-3, the board of trustees of a fund must
approve a written plan specifying all of the differences among classes. However,
since this proposed plan (the "Plan") does not make any changes to the Trust's
current arrangements and expense allocations which were previously approved by
the Board of Trustees of the Trust under the Order, it is not necessary that the
Board approve the Plan in regard to its current structure. The Board must
approve any material amendments to the Plan prior to their implementation. Prior
to offering classes of shares pursuant to Rule 18f-3, the Plan will be filed as
an exhibit to the Portfolios' registration statement. The Plan sets forth the
differences among classes, including shareholder services, distribution
arrangements, expense allocations, and conversion or exchange options.


I.       Attributes of Share Classes

         This section discusses the attributes of the various classes of shares.
Each share of a Portfolio represents an equal pro rata interest in the Portfolio
and has identical voting rights, powers, qualifications, terms and conditions,
and in proportion to each share's net asset value, liquidation rights and
preferences. Each class differs in that: (a) each class has a different class
designation; (b) only the Service Shares (as described below) bear the expenses
applicable to a plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule
12b-1 Plan") and any expenses applicable to a non-Rule 12b-1 administrative
services plan (an "Administrative Services Plan"); (c) each class of shares may
bear certain other expenses that are directly attributable only to that class
("Class Expenses");2/ (d) classes vote separately with respect to matters
relating to a Portfolio's Rule 12b-1 Plan; and (e) the exchange privileges could
vary among the classes.

          A. Original Shares

                  Each Portfolio offers Original Shares which are sold solely to
         (1) financial institutions for the investment of funds for which they
         act in a fiduciary, agency, investment advisory or custodial capacity;
         (2) persons entitled to exchange into Original Shares under the
         exchange privileges of the Trust; (3) Trustees and officers of funds in
         the Aquilasm Group of Funds; (4) officers and employees of the Adviser,
         Administrator and Distributor and (5) shareholders owning shares of the
         Trust of record on the date that both classes of shares are first made
         available.

               1.  Sales  Loads.  Original  Shares  will  be  sold  without  the
               imposition of any sales charges.


               2.  Distribution  and Service Fees.  Original  Shares will not be
               subject to any distribution charges pursuant to Rule 12b-1 or any
               charges applicable to an Administrative Services Plan.

               3. Class  Expenses.  Class Expenses which are  attributable  to a
               particular  class of  shares  are  allocated  to that  particular
               class.

               4. Exchange Privileges and Conversion  Features.  Original Shares
               may  differ  from   Service   Shares  with  respect  to  exchange
               privileges   among  the   Portfolios.   Original  Shares  of  the
               Portfolios have no conversion features.

          B. Service Shares

                  Each Portfolio offers Service Shares, which are offered to
         customers of banks and other financial institutions ("Service
         Organizations") that typically are compensated by service or
         distribution fees paid by the mutual funds offered to their customers
         rather than by transaction or other fees paid directly by such
         customers.

               1.  Sales  Loads.   Service  Shares  will  be  sold  without  the
               imposition of any sales charges.

               2. Distribution and Service Fees. Service Shares are subject to a
               distribution  fee  and/or  fee  pursuant  to  an   Administrative
               Services  Plan equal to .25% of the  average  daily net assets of
               Service Shares.  The Trust,  on behalf of each Portfolio,  enters
               into  agreements  with and pays the  distributor  or the  Service
               Organization for performing certain services, some of which could
               be construed as distribution assistance.

               3. Class  Expenses.  Class Expenses which are  attributable  to a
               particular  class of  shares  are  allocated  to that  particular
               class.

               4. Exchange  Privileges and Conversion  Features.  Service Shares
               may  differ  from  Original   Shares  with  respect  to  exchange
               privileges among the Portfolios. Service Shares of the Portfolios
               have no conversion features.

          C. Additional Classes

                  In the future, the Portfolios may offer additional classes of
         shares which differ from the classes discussed above. However, any
         additional classes of shares would need to be approved by the Board and
         the Plan would need to be amended to describe those classes.


II.      Approval of Multiple Class Plan

         The Board of each Portfolio, including a majority of the
independent Trustees, does not need to approve the Plan initially because the
Plan does not make any change in the arrangements and expense allocations
previously approved by the Board under the Order. However, the Board must
approve any material changes to the classes and the Plan prior to their
implementation. The Board must find that the Plan is in the best interests of
each class individually and the Portfolio as a whole. In making its findings,
the Board should focus on, among other things, the relationship among the
classes and examine potential conflicts of interest among classes regarding the
allocation of fees, services, waivers and reimbursements of expenses, and voting
rights. Most significantly, the Board should evaluate the level of services
provided to each class and the cost of those services to ensure that the
services are appropriate and that the allocation of expenses is reasonable.

III.     Calculation of Dividends

           Dividends paid by a Portfolio with respect to each class of
its shares, to the extent any dividends are paid, must be calculated in the same
manner, at the same time, on the same day and in the same amount, except that
(i) distribution and administrative service payments associated with any Rule
12b-1 Plan or Administrative Services Plan relating to each respective class of
shares (including any costs relating to implementing such plans or any amendment
thereto) will be borne exclusively by that class; (ii) any incremental transfer
agency fees relating to a particular class will be borne exclusively by that
class; and (iii) Class Expenses relating to a particular class will be borne
exclusively by that class.


IV.      Expense Allocations

           The methodology and procedures for calculating the net asset
value and dividends and distributions of the various classes of shares and the
proper allocation of income and expenses among the various classes of shares are
set forth in the "Report on Design of the System for Calculating Net Asset
Value, Dividend Distribution of the Two Classes of Shares, Allocation of
Expenses Between the Two Classes of Fund Shares and the Internal Control
Environment" of the Portfolios. This report was rendered by KPMG Peat Marwick
LLP and states that the Portfolios' methodology and procedures are adequate to
ensure that such calculations and allocations will be made in an appropriate
manner. Peat Marwick's Report is attached hereto as Exhibit A.


1/   Investment  Company Act  Release  Nos.  IC-20707  (November  16,  1994) and
     IC-20768 (December 13, 1994).

2/   Class  Expenses  are limited to any or all of the  following  (i)  transfer
     agent fees as identified by the - transfer agent as being attributable to a
     specific class; (ii) printing and postage expenses related to preparing and
     distributing  materials  such as  shareholder  reports,  prospectuses,  and
     proxies to the current  shareholders  of a specific  class;  (iii) Blue Sky
     registration  fees incurred by a class; (iv) SEC registration fees incurred
     by a class;  (v) the expense of  administrative  personnel  and services as
     required to support the  shareholders of a specific class;  (vi) litigation
     or other legal expenses  relating  solely to one class;  and (vii) trustees
     fees incurred as a result of issues relating to one class.

September 17, 2001