Common use of Duties as Investment Adviser Clause in Contracts

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees ("Board"), Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the FundTrust's Board of Trustees ("Board"), Manager Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager Xxxxxxxx Xxxxxxxx may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager Xxxxxxxx Xxxxxxxx may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager Xxxxxxxx Xxxxxxxx to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ManagerXxxxxxxx Xxxxxxxx, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerXxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the FundTrust's Board of Trustees ("Board"), Manager Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager Xxxxxxxx Xxxxxxxx may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager Xxxxxxxx Xxxxxxxx, pursuant to Board authorization, may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager Xxxxxxxx Xxxxxxxx to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ManagerXxxxxxxx Xxxxxxxx, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerXxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees ("“Board"”), Manager UBS AM will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager UBS AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager UBS AM agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager UBS AM may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager UBS AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's UBS AM determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager UBS AM to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, UBS AM or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager UBS AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerUBS AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager UBS AM will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager UBS AM hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager UBS AM will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("“Registration Statement"”) or as more frequently requested by the Board. (e) The Fund Trust hereby authorizes Manager UBS AM and any entity or person associated with Manager UBS AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund Trust hereby consents to the retention of compensation by Manager UBS AM or any person or entity associated with Manager for such transactionUBS AM.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees ("“Board"”), Manager UBS AM will provide a continuous investment program for each the Series, including investment research and management with respect to all securities and investments and cash equivalents in each the Series. Manager UBS AM will determine from time to time what securities and other investments will be purchased, retained or sold by each the Series. (b) Manager UBS AM agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any the Series, Manager UBS AM may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager UBS AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's UBS AM determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager UBS AM to such the Series and its other clients and that the total commissions paid by such the Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, UBS AM or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager UBS AM simultaneously places orders to purchase or sell the same security on behalf of a the Series and one or more other accounts advised by ManagerUBS AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager UBS AM will oversee the maintenance of all books and records with respect to the securities transactions of each the Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager UBS AM hereby agrees that all records which it maintains for the Fund Series are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Series and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Series upon request by the FundTrust. (d) Manager UBS AM will oversee the computation of the net asset value and the net income of each the Series as described in the currently effective registration statement of the Fund Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("“Registration Statement"”) or as more frequently requested by the Board. (e) The Fund Trust hereby authorizes Manager UBS AM and any entity or person associated with Manager UBS AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of any the Series, which transaction is permitted by Section 11(a) of the 1934 ActSecurities Exchange Act of 1934, as amended, and the Fund Trust hereby consents to the retention of compensation by Manager UBS AM or any person or entity associated with Manager for such transactionUBS AM.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees ("“Board"”), Manager UBS AM will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager UBS AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager UBS AM agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager UBS AM may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager UBS AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's UBS AM determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager UBS AM to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, UBS AM or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager UBS AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerUBS AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager UBS AM will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager UBS AM hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager UBS AM will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("“Registration Statement"”) or as more frequently requested by the Board. (e) The Fund Trust hereby authorizes Manager UBS AM and any entity or person associated with Manager UBS AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 ActSecurities Exchange Act of 1934, as amended, and the Fund Trust hereby consents to the retention of compensation by Manager UBS AM or any person or entity associated with Manager for such transactionUBS AM.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Funds Board of Trustees ("Board"), Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's Managers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 31a3 under the 1940 Act, Manager hereby hxxxxx agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 31a2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 31a1 under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration thereto(Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 ActSecurities Exchange Act of 1934, as amended, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction. 3. Duties as Administrator. Manager will administer the affairs of the Fund and each Series subject to the supervision of the Board and the following understandings: (a) Manager will supervise all aspects of the operations of the Fund and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund and each Series. (b) Manager will provide the Fund and each Series with such corporate, administrative and clerical personnel (including officers of the Fund) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Fund and each Series. (c) Manager will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Funds Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) Manager will provide the Fund and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) Manager will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of Manager.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees ("Board"), Manager UBS AM will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager UBS AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager UBS AM agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager UBS AM may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager UBS AM, pursuant to Board authorization, may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's UBS AM’s determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager UBS AM to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ManagerUBS AM, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager UBS AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerUBS AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager UBS AM will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager UBS AM hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager UBS AM will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("“Registration Statement"”) or as more frequently requested by the Board. (e) The Fund Trust hereby authorizes Manager UBS AM and any entity or person associated with Manager UBS AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund Trust hereby consents to the retention of compensation by Manager UBS AM or any person or entity associated with Manager for such transactionUBS AM.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Trust’s Board of Trustees “("“Board"”“), Manager Causeway will provide a continuous investment program for each a Series, including investment research and management with respect to all securities and investments and cash equivalents in each the Series. Manager Causeway will determine from time to time what securities and other investments will be purchased, retained or sold by each the Series. Causeway may delegate to a sub-adviser, in whole or in part, Causeway’s duty to provide a continuous investment management program with respect to any Series, including the provision of investment management services with respect to a portion of the Series’ assets, in accordance with paragraph 4 of this Agreement. (b) Manager Causeway agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager Causeway may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager Causeway may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's Causeway’s determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits value of brokerage and research services provided by the broker or dealer used by Causeway, viewed in terms of either the specific transaction or Causeway’s overall responsibilities to the Series over the long termaccounts for which Causeway exercises investment discretion. In no instance will portfolio securities be purchased from or sold to ManagerCauseway, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager Causeway simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerCauseway, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. Causeway may (but is not obligated to) aggregate purchase and sale orders for a Series with similar orders being made simultaneously for other accounts of Causeway to seek the efficiencies that may be available for larger transactions. Causeway will not aggregate transactions unless it believes that aggregation is consistent with its duty to seek best execution. (c) Manager Causeway will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Investment Company Act, Manager Causeway hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Investment Company Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 31a-l under the 1940 Investment Company Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund Trust hereby authorizes Manager Causeway and any entity or person associated with Manager Causeway which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 ActAct and the rules thereunder, and the Fund Trust hereby consents to the retention of compensation by Manager Causeway or any person or entity associated with Manager Causeway for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Trustees ("“Board"”), Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's ’s determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("“Registration Statement"”) or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's ’s Board of Trustees ("“Board"”), Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's ’s determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("“Registration Statement"”) or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 ActSecurities Exchange Act of 1934, as amended, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees ("'Board"'), Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("'Registration Statement"') or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees ("Board"), Manager PaineWebber will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager PaineWebber will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager PaineWebber agrees that in placing orders with brokersbrokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any each Series, Manager PaineWebber may, in its discretion, use purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Seriesservices, and Manager PaineWebber may pay to those brokers and dealers, in return for brokerage research and research services analysis, a higher commission or spread than may be charged by other brokersbrokers and dealers, subject to ManagerPaineWebber's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Manager PaineWebber to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to the such Series over the long term. In no instance will portfolio securities be purchased from or sold to ManagerPaineWebber, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager PaineWebber simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerPaineWebber, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the a Series. (c) Manager PaineWebber will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager PaineWebber hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act Act, and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager PaineWebber will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the FundTrust's Board of Trustees ("Board"), Manager Causeway will provide a continuous investment program for each a Series, including investment research and management with respect to all securities and investments and cash equivalents in each the Series. Manager Causeway will determine from time to time what securities and other investments will be purchased, retained or sold by each the Series. Causeway may delegate to a sub-adviser, in whole or in part, Causeway's duty to provide a continuous investment management program with respect to any Series, including the provision of investment management services with respect to a portion of the Series' assets, in accordance with paragraph 4 of this Agreement. (b) Manager Causeway agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager Causeway may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager Causeway may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to ManagerCauseway's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager Causeway to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to ManagerCauseway, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager Causeway simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerCauseway, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. Causeway may (but is not obligated to) aggregate purchase and sale orders for a Series with similar orders being made simultaneously for other accounts of Causeway to seek the efficiencies that may be available for larger transactions. Causeway will not aggregate transactions unless it believes that aggregation is consistent with its duty to seek best execution. (c) Manager Causeway will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Investment Company Act, Manager Causeway hereby agrees that all records which it maintains for the Fund Trust are the property of the FundTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Investment Company Act any records which it maintains for the Fund Trust and which are required to be maintained by Rule 31a-1 31a-l under the 1940 Investment Company Act and further agrees to surrender promptly to the Fund Trust any records which it maintains for the Fund Trust upon request by the FundTrust. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund Trust hereby authorizes Manager Causeway and any entity or person associated with Manager Causeway which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 ActAct and the rules thereunder, and the Fund Trust hereby consents to the retention of compensation by Manager Causeway or any person or entity associated with Manager Causeway for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Board of Trustees Directors ("Board"), Manager will provide a continuous investment program for each Seriesthe Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Seriesthe Fund. Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. (b) Manager agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Seriesthe Fund, Manager may, in its discretion, use brokers who provide the Series Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the SeriesFund, and Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series the Fund and its other clients and that the total commissions paid by such Series the Fund will be reasonable in relation to the benefits to the Series Fund over the long term. In no instance will portfolio securities be purchased from or sold to Manager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Seriesthe Fund, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) Manager will oversee the computation of the net asset value and the net income of each Series the Fund as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Seriesthe Fund, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's Funds Board of Trustees ("Board"), Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager agrees that in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager may, in its discretion, use brokers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to Manager's Managers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Manager to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Manager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager hereby xxxxxx agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction. 3.Duties as Administrator. Manager will administer the affairs of the Fund and each Series subject to the supervision of the Board and the following understandings: (a) Manager will supervise all aspects of the operations of the Fund and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund and each Series. (b) Manager will provide the Fund and each Series with such corporate, administrative and clerical personnel (including officers of the Fund) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Fund and each Series. (c) Manager will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Funds Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) Manager will provide the Fund and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) Manager will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of Manager.

Duties as Investment Adviser. (a) Subject to the supervision of the FundCorporation's Board of Trustees Directors ("Board"), Manager PaineWebber will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. Manager PaineWebber will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Manager PaineWebber agrees that in placing orders with brokersbrokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Manager PaineWebber may, in its discretion, use purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Seriesservices, and Manager PaineWebber may pay to those brokers and dealers, in return for brokerage research and research services analysis, a higher commission or spread than may be charged by other brokersbrokers and dealers, subject to ManagerPaineWebber's determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Manager PaineWebber to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to the such Series over the long term. In no instance will portfolio securities be purchased from or sold to ManagerPaineWebber, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Manager PaineWebber simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by ManagerPaineWebber, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund Corporation recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Manager PaineWebber will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager PaineWebber hereby agrees that all records which it maintains for the Fund Corporation are the property of the FundCorporation, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund Corporation and which are required to be maintained by Rule 31a-1 under the 1940 Act 1!340 Act, and further agrees to surrender promptly to the Fund Corporation any records which it maintains for the Fund Corporation upon request by the FundCorporation. (d) Manager PaineWebber will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Fund Corporation under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction.