Exhibit (k) (5)
As of April __, 2005
To Xxxxx Xxxxx Tax-Managed Buy-Write Income Fund
With Reference to the Investment Advisory Agreement entered into by Xxxxx Xxxxx
Management ("Xxxxx Xxxxx") with Xxxxx Xxxxx Tax-Managed Buy-Write Income Fund
(the "Fund") we hereby notify you of the following:
In connection with the organization and initial offering of the
common shares of the Fund, Xxxxx Xxxxx hereby agrees to (i)
reimburse all organizational costs of the Fund and (ii) pay all
offering costs of such offering of the Fund (other than sales load,
but inclusive of the reimbursement of underwriter expenses of $0.005
per share) that exceeds $0.04 per share.
This instrument is executed under seal and shall be governed by Massachusetts
law.
Very truly yours,
Xxxxx Xxxxx Management
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President, and not Individually
ACCEPTED AND AGREED TO
ON BEHALF OF THE FUND
By: /s/Xxxxx X. X'Xxxxxx
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Name: Xxxxx X. X'Xxxxxx
Title: Treasurer, and not Individually
