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 Value Municipal Income 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 VALUE
MUNICIPAL INCOME TRUST
By:
---------------------------
Xxxxxx X. Xxxxxxx
Executive Vice President
and Principal Executive Officer
XXX XXXXXX ASSET MANAGEMENT
By:
---------------------------
Xxxxxx X. Xxxx, III
Managing Director
