EX-99.D 4 nib07aaaa.txt AMENDMENT OF ADVIS. AND ADMIN. AGMT 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, 380 Madison Avenue, Suite 2300, New York, New York 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 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:----------------------------------