INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
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Agreement made as of December 18, 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 up to and including $100 million and 1.10%
of the Fund's average daily net assets in excess of $100 million.
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: /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/ Xxxxxx X. X'Xxxxxxx
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Name: Xxxxxx X. X'Xxxxxxx
Title: Secretary and Vice President
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