TAX-FREE TRUST OF OREGON
AMENDMENT OF ADVISORY AND ADMINISTRATION AGREEMENT
THIS AGREEMENT, made as of April 8, 2006 by and between THE
CASCADES TRUST (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, with respect to a portfolio of the Trust
entitled Tax-Free Trust of Oregon, and the Manager are parties to an
Advisory and Administration Agreement (the "Agreement") made as of
October 31, 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: THE CASCADES TRUST
______________________ By: _________________________________
ATTEST: AQUILA INVESTMENT MANAGEMENT LLC
______________________ By: _________________________________
