Exhibit No. 4(f)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
----------------------------------------------------
Agreement made as of ______________________________, 1999, between
PAINEWEBBER MANAGED INVESTMENTS TRUST, a Massachusetts business trust ("Trust"),
on behalf of PaineWebber Research 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 PaineWebber Tax-Managed Equity Fund, another series of the
Trust, pursuant to an Investment Advisory and Administration Contract, dated
November 12, 1998, between the Trust and Xxxxxxxx Xxxxxxxx ("Advisory
Contract"); and
WHEREAS, the Advisory Contract may be made applicable to any other series
of the Trust; 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, according to the following
schedule:
Average Daily Net Assets Annual Rate
------------------------ -----------
Up to $750 million........................................ 1.00%
In excess of $750 million up to $1.5 billion............. 0.95%
In excess of $1.5 billion................................. 0.90%
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 Research Fund
By:___________________________________
Name:
Title:
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By:___________________________________
Name:
Title:
2
