TAX-FREE FUND OF COLORADO
AMENDMENT OF ADVISORY AND ADMINISTRATION AGREEMENT
THIS AGREEMENT, made as of March 12, 2006 by and between TAX-FREE FUND
OF COLORADO (the "Fund"), 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 Fund and the Manager are parties to an Advisory and
Administration Agreement (the "Agreement") made as of August 28, 2000 with
respect to services to the Fund; and
WHEREAS, the Fund and the Manager wish to amend the Agreement in a
manner authorized by the Board of Trustees of the Fund at a meeting called and
held for the purpose on March 12, 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 FUND OF COLORADO
By:
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ATTEST: AQUILA INVESTMENT MANAGEMENT LLC
By:
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