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 Van Kampen Tax Free Trust, a Delaware statutory...

                                                              EXHIBIT (d)(2)(ii)

                              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 Tax
Free Trust, a Delaware statutory trust, on behalf of its series, Xxx Xxxxxx New
York Tax Free Income Fund (the "Fund"), 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 Trust 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 computed based on a fee rate (expressed as a
percentage per annum) applied to the average daily net assets of the Fund as
follows:



        AVERAGE DAILY                  FEE AS A PERCENT PER ANNUM
        NET ASSETS (millions)          OF AVERAGE DAILY NET ASSETS
        ------------------             ---------------------------
                                    
        First $500                       0.47%
        Over  $500                       0.445%








IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.


   XXX XXXXXX TAX FREE INCOME TRUST          XXX XXXXXX ASSET MANAGEMENT
   On behalf of its series, XXX XXXXXX
   NEW YORK TAX FREE INCOME FUND

   By:  /s/ Xxxxxx X. Xxxxxxx                By:   /s/ Xxxxxx X. Xxxx, III
        ---------------------                      -----------------------
        Xxxxxx X. Xxxxxxx                          Xxxxxx X. Xxxx, III
        Executive Vice President                   Managing Director
        and Principal Executive Officer