Exhibit No. 4(f)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of September 27, 1999, between PAINEWEBBER MANAGED
INVESTMENTS TRUST, a Massachusetts business trust ("Trust"), on behalf of
PaineWebber Strategy 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, at the annual rate of 0.75% of
its average daily net assets.
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 Strategy Fund
By: /s/ XXXXXX X. X'XXXXXXX
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Name: Xxxxxx X. X'Xxxxxxx
Title: Vice President
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By: /s/ XXXXXX X. X'XXXXXXX
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Name: Xxxxxx X. X'Xxxxxxx
Title: Senior Vice President
