EXHIBIT 5(d)
FORM OF INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of ___________, 1996, between PAINEWEBBER
MANAGED INVESTMENTS TRUST, a Massachusetts business trust ("Trust"), on
behalf of PaineWebber Asia Pacific Growth 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 an
annual rate of 1.20% 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
above written.
PAINEWEBBER MANAGED INVESTMENTS TRUST,
on behalf of PaineWebber Asia Pacific
Growth Fund
By:___________________________________
Name: Xxxxxx X. X'Xxxxxxx
Title: Secretary and Vice President
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By:____________________________________
Name:
Title:
