Exhibit No. 5(b)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of May 1, 1989, between PAINEWEBBER SERIES TRUST, a
Massachusetts business trust ("Trust"), on behalf of the Government 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 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 Portfolio has been established as a new series of shares 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
0.50% 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 hereabove
written, provided that it shall take effect unless it has first been approved
(i) by a vote of a majority of those Trustees of the Trust who are not parties
to this Fee Agreement or the Advisory Contract or interested persons of any such
party 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 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 SERIES TRUST
on behalf of the Government Portfolio
By: /s/ Xxxxxx X. X'Xxxxxxx
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XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By: /s/
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