TAX-FREE TRUST OF OREGON AMENDMENT OF ADVISORY AND ADMINISTRATION AGREEMENT

                            TAX-FREE TRUST OF OREGON
               AMENDMENT OF ADVISORY AND ADMINISTRATION AGREEMENT






         THIS AGREEMENT, made as of April 8, 2006 by and between TAX-FREE TRUST
OF OREGON (the "Trust"), a Massachusetts business trust which is registered
under the Investment Company Act of 1940 (the "Act") as an open-end,
non-diversified management investment company, and AQUILA INVESTMENT MANAGEMENT
LLC (the "Manager"), a Delaware limited liability company, 000 Xxxxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 10017,

                      W I T N E S S E T H :

         WHEREAS, the Trust and the Manager are parties to an Advisory and
Administration Agreement (the "Agreement") made as of October 11, 1997 with
respect to services to the Trust, the Manager having succeeded by an assignment
and assumption to the rights, duties and obligations of its predecessor in
interest effective January 1, 2004; and

         WHEREAS, the Trust and the Manager wish to amend the Agreement in a
manner authorized by the Board of Trustees of the Trust at a meeting called and
held for the purpose on April 8, 2006;

     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. Amendment Subsection (iv) of Section 3 of the Agreement is amended
by deleting the words "and expenses" therefrom and adding at the end thereof the
phrase "and expenses of all its Trustees" so that it shall read in its entirety
as follows:

          (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;

         2. Continuance of Agreement In all other respects, the Agreement is
hereby confirmed.


         IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers as of the day and
year first above written.




ATTEST:                                TAX-FREE TRUST OF OREGON




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ATTEST:                                AQUILA INVESTMENT MANAGEMENT LLC




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