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
Massachusetts Value 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 managed assets of the Fund (which
for purposes of determining such fee, shall
mean the average daily value of the Fund,
minus the sum of accrued liability other than
the aggregate amount of any borrowings
undertaken by 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 MASSACHUSETTS VALUE
XXX XXXXXX ASSET MANAGEMENT
MUNICIPAL INCOME TRUST
By:
---------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
and Principal Executive Officer
By:
---------------------------
Xxxxxx X. Xxxx, III
Managing Director
