AMENDMENT NUMBER ONE
TO THE
INVESTMENT ADVISORY AGREEMENT
This Amendment Number One, dated November 1, 2004, to the Investment
Advisory Agreement, dated May 31, 1997 (the "Agreement"), by and
between Xxx Xxxxxx Municipal Income Trust (the "Fund"), a Massachusetts
business trust (the "Trust"), and Xxx Xxxxxx Asset Management (the
"Adviser," successor in interest of Xxx Xxxxxx Investment Advisory
Corp.), a Delaware statutory trust, hereby amends the terms and
conditions of the Agreement in the manner specified herein.
W I T N E S S E T H
WHEREAS, the Board of Trustees of the Fund at a meeting held on
September 23, 2004 has approved a reduction in the investment
management fee payable by the Fund to the Adviser; and
WHEREAS, the parties desire to amend and restate Section 2. (a) of the
Agreement relating to the investment management fee.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby
agree to amend the Agreement, as follows:
Section 2.(a) of the Agreement is hereby deleted in its entirety and
replaced with the following:
2. (a) Fee. For the services and facilities described in Section 1, the
Fund will accrue daily and pay to the Adviser at the end of each
calendar month an investment management fee equal to 0.55% of the
average daily net assets of the Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
XXX XXXXXX MUNICIPAL INCOME TRUST XXX XXXXXX ASSET MANAGEMENT
By:
By:
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Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx, III
Executive Vice President
Managing Director
and Principal Executive Officer
