Exhibit No. 5(b)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of January 28, 1994, between PAINEWEBBER SECURITIES
TRUST, a Massachusetts business trust ("Trust"), on behalf of PaineWebber
Strategic 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 January 28, 1993 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 0.75% of
the Fund'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 Fund'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 SECURITIES TRUST
on behalf of PaineWebber Strategic Income Fund
By: /s/ Xxxxxx X. X'Xxxxxxx
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Name: Xxxxxx X. X'Xxxxxxx
Title: Secretary and Vice President
XXXXXXXX XXXXXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: First Vice President
