Exhibit No. 5(c)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of March 29, 1993, between PAINEWEBBER MANAGED
INVESTMENTS TRUST, a Massachusetts Business Trust ("Trust"), on behalf of
PaineWebber Short-Term U.S. Government Income Fund ("Fund"), a series of shares
of beneficial interest of the Trust, and XXXXXXXX XXXXXXXX ASSET MANAGEMENT
INC., ("Xxxxxxxx Xxxxxxxx"), a Delaware corporation registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended, and as an
investment adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Trust has appointed Xxxxxxxx Xxxxxxxx as investment
adviser and administrator for each series of shares of beneficial interest of
the Trust as now exists and as hereafter may be established, pursuant to an
Investment Advisory and Administration Contract dated April 21, 1988 between the
Trust and Xxxxxxxx Xxxxxxxx ("Advisory Contract"); and
WHEREAS, the Fund has been established as a new series of the Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. For the services provided and the expenses assumed pursuant to the
Advisory Contract with respect to the Fund, the Fund will pay to Xxxxxxxx
Xxxxxxxx a fee, computed daily and paid monthly, at the annual rate of 0.50% of
the Fund's average daily net assets.
2. This Fee Agreement shall be subject to all of the terms and
conditions of the Advisory Contract.
3. This Fee Agreement shall become effective upon the date written
above, provided that it shall not take effect unless it has first been approved
(i) by a vote of a majority of the Trustees of the Trust who are not parties to
this Fee Agreement or the Advisory Contract or interested persons of any such
persons at a meeting called for the purpose of such approval and (ii) by vote of
a majority of the Fund's outstanding voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated as of the day and year first written
above.
PAINEWEBBER MANAGED INVESTMENTS TRUST
By: /s/ Xxxxxx X. X'Xxxxxxx
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Xxxxxx X. X'Xxxxxxx
Vice President and Secretary
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
First Vice President
