AQUILA ROCKY MOUNTAIN EQUITY FUND
             AMENDMENT OF SUB-ADVISORY AND ADMINISTRATION AGREEMENT








         THIS AGREEMENT, made as of June 12, 2006 by and between AQUILA ROCKY
MOUNTAIN EQUITY 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 a Sub-Advisory and
Administration Agreement (the "Agreement") made as of June 2, 1994 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 Sub-Adviser 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 June 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:                            AQUILA ROCKY MOUNTAIN EQUITY FUND




                                    By:
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 ATTEST:                            AQUILA INVESTMENT MANAGEMENT LLC




                                    By:
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