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
Pennsylvania Quality Municipal Trust
(the Fund), an unincorporated trust established
under the laws of the Commonwealth of
Pennsylvania (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 PENNSYLVANIA QUALITY
MUNICIPAL TRUST
By:
---------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
and Principal Executive Officer
XXX XXXXXX ASSET MANAGEMENT
By:
---------------------------
Xxxxxx X. Xxxx, III
Managing Director
