Exhibit No. 5(b)
INVESTMENT ADVISORY AND ADMINISTRATION FEE AGREEMENT
Agreement made as of May 1, 1992, between PAINEWEBBER MANAGED
INVESTMENTS TRUST, a Massachusetts business trust ("Trust"), on behalf of
PaineWebber Utility Income and 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 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 0.70% 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 written
above, provided that is 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 written
above.
PAINEWEBBER MANAGED INVESTMENTS TRUST
By: /s/ Xxxxxx X. X'Xxxxxxx
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Xxxxxx X. X'Xxxxxxx
Vice President and Secretary
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
First Vice President
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