Exhibit No. 5(f)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
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Agreement made as of ____________________________, 199_, 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 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 following four new series of shares of beneficial interest (each
a "Fund") have been established as new series of the Trust: High Income
Portfolio, Tactical Allocation Portfolio, Small Cap Portfolio and Strategic
Income Portfolio;
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 Funds, each Fund will pay to
Xxxxxxxx Xxxxxxxx a fee at the annual rate of its average daily net
asset set forth below, such fee to be computed daily and paid
monthly:
High Income Portfolio: 0.50%
Tactical Allocation Portfolio: 0.50%
Small Cap Portfolio 1.00%
Strategic Income Portfolio 0.75%
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:
Title:
2
