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")
and amended June 1, 2004, by and
between Xxx Xxxxxx Strategic Sector Municipal
Trust (the "Fund"), a Massachusetts
business trust ("Trust"), and Xxx Xxxxxx Asset
Management (the "Adviser")) 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. For
purposes of determining such fee, average
daily managed assets shall mean the average
daily value of the Fund, minus the sum of
accrued liabilities 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 STRATEGIC SECTOR
XXX XXXXXX ASSET MANAGEMENT
MUNICIPAL TRUST
By:
---------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
and Principal Executive Officer
By:
---------------------------
Xxxxxx X. Xxxx, III
Managing Director
427673.01- Server 1a - MSW
