EXHIBIT 6(b)
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 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 MUNICIPAL TRUST XXX XXXXXX ASSET MANAGEMENT
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxx, III
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxx, III
Executive Vice President Managing Director
and Principal Executive Officer
