AMENDMENT NUMBER ONE
TO THE
INVESTMENT ADVISORY/ADMINISTRATION AGREEMENT
This Amendment Number One, dated November 1, 2004,
to the Investment
Advisory/Administration Agreement, dated
May 31, 1997 (the Agreement) and
amended June 1, 2004, by and between
▇▇▇ ▇▇▇▇▇▇ Select Sector Municipal Trust (the
Fund), a Massachusetts business trust
(the Trust), and ▇▇▇ ▇▇▇▇▇▇ 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 advisory/administration fee
payable by the
Fund to the Adviser; and
WHEREAS, the parties desire to
amend and restate Section 4. (a) of
the Agreement
relating to the investment
advisory/administration 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 4.(a) of the Agreement is
hereby deleted in its entirety and
replaced with the following:
4. (a) Fee. For the services and
facilities described in Section 1, the
Fund will pay to the
Adviser at the end of each calendar month
an investment advisory/administration 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.
▇▇▇ ▇▇▇▇▇▇ SELECT SECTOR
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
MUNICIPAL TRUST
By:
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
and Principal Executive Officer
By:
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, III
Managing Director
427674.01- Server 1a - MSW