Exhibit No. 4(h)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of December , 1999, between XXXXXXXX XXXXXXXX SERIES
TRUST, a Massachusetts business trust ("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 Global Equity Portfolio pursuant to an Investment Advisory
and Administration Contract, dated November 2, 1998, between the Trust and
Xxxxxxxx Xxxxxxxx ("Advisory Contract"); and
WHEREAS, Strategy Portfolio ("Fund") has been established as new series
of the Trust; and
WHEREAS, the Trust wishes to appoint Xxxxxxxx Xxxxxxxx as investment
adviser and administrator for the Fund pursuant to the terms of the Advisory
Contract:
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 at the annual rate of 0.75% of its average
daily net asset set forth below, such fee to be computed daily and
paid monthly.
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 with respect to a Fund
unless it has first been approved with respect to that Fund (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 above
written.
XXXXXXXX XXXXXXXX SERIES TRUST
By:
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Name: Xxxxxx X. X'Xxxxxxx
Title: Secretary and Vice President
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By:
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Name: Xxxxxxxx Xxxxxxxxx
Title: Managing Director and General Counsel
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