NARRAGANSETT INSURED TAX-FREE INCOME FUND
AMENDMENT OF ADVISORY AND ADMINISTRATION AGREEMENT
THIS AGREEMENT, made as of December 1, 2006 by and between NARRAGANSETT
INSURED TAX-FREE INCOME FUND (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, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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 November 8, 2002 with
respect to services to the Fund, 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 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 December 1, 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: NARRAGANSETT INSURED TAX-FREE
INCOME FUND
------------------------ By:----------------------------------
ATTEST: AQUILA INVESTMENT MANAGEMENT LLC
------------------------ By:----------------------------------
