Exhibit No. 5(d)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of September 1, 1993, between PAINEWEBBER SERIES TRUST, a
Massachusetts business trust ("Trust"), on behalf of the Aggressive Growth
Portfolio, a series of shares of beneficial interest of the Trust ("Portfolio"),
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 28, 1988 between the Trust and
Xxxxxxxx Xxxxxxxx ("Advisory Contract"); and
WHEREAS, the Portfolio 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 Portfolio, the Portfolio will pay to
Xxxxxxxx Xxxxxxxx a fee, computed daily and paid monthly, at the annual rate of
0.80% of the Portfolio's average daily net assets.
2. This Fee Agreement shall be subject to all 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 Portfolio's outstanding voting securities.
IN WITNESS HEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
PAINEWEBBER SERIES TRUST
on behalf of the Aggressive Growth Portfolio
By: /s/ Xxxxxx X. X'Xxxxxxx
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Name: Xxxxxx X. X'Xxxxxxx
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Title: Secretary and Vice President
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XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: First Vice President
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