Exhibit No. 4(b)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of June 29, 1992, between PAINEWEBBER MUTUAL FUND
TRUST, a Massachusetts business trust ("Trust"), on behalf of PaineWebber
National Tax-Free 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 April 21, 1988 between the Trust and
Xxxxxxxx Xxxxxxxx ("Advisory Contract"); and
WHEREAS the Fund has been established as a new series of shares 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 0.50% 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 hereabove
written, provided that it shall not take effect unless it has first been
approved (1) by a vote of majority of those 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 a 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 MUTUAL FUND TRUST
By: /s/ Xxxxxx X. X'Xxxxxxx
_____________________________________________
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By: /s/ Xxxx X. Xxxxxx
_____________________________________________
