Common use of Duties as Investment Adviser Clause in Contracts

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a Series, including investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx 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, Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx 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 Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a Series, including investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 orders. Whenever 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx Mitchell Hutchins will provide a continuous investment program for a Seriesxxx xxxx Xxxxxx, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx Mitchell Hutchins will determine from time to time what securities and other investments securitxxx xxx xxxxx xxxestments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx Mitchell Hutchins agrees that in placing orders with brokers, it will attempt to ix xxxx xxxxxxx xx obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Xxxxxxxx Xxxxxxxx Mitchell Hutchins may, in its discretion, use brokers who provide the Series with provixx xxx Xxxxxx xxxh research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and Xxxxxxxx Xxxxxxxx Mitchell Hutchins, pursuant to Board authorization, may pay to those brokers in xxxxx xxxxxxx xx return for brokerage and research services a higher commission than may be charged by other brokers, subject to Xxxxxxxx XxxxxxxxMitchell Hutchins' determining in good faith that such commission is reasonable commissixx xx xxxxxxxxxx in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx Mitchell Hutchins to such Series and its other clients and that the total commissions xxx xxxxx xxxxxxsions 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 Xxxxxxxx XxxxxxxxMitchell Hutchins, or any affiliated person thereof, except in accordance with excepx xx xxxxxxxxxx xith the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders . Whenever Xxxxxxxx Xxxxxxxx Mitchell Hutchins simultaneously places orders to purchase or sell the same security sxxx xxx xxxx xxxxrity on behalf of a Series and one or more other accounts advised by Xxxxxxxx XxxxxxxxMitchell Hutchins, such orders will be allocated as to price and amount among all anx xxxxxx xxxxx xxl such accounts in a manner believed to be equitable to each account. The Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Xxxxxxxx Xxxxxxxx Mitchell Hutchins will oversee the maintenance of all books and records with respect xxxxxxx xxxx xxxpect 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, Xxxxxxxx Xxxxxxxx Mitchell Hutchins hereby agrees that all records which it maintains for the Trust maintxxxx xxx xxx Xxxxt are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a Series, including investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 orders. Whenever 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Corporation’s Board of Trustees Directors ("“Board"”), Xxxxxxxx Xxxxxxxx UBS Global AM will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx UBS Global AM 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, Xxxxxxxx Xxxxxxxx UBS Global AM 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 Xxxxxxxx Xxxxxxxx UBS Global AM 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 Xxxxxxxx Xxxxxxxx' UBS Global AM’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 Xxxxxxxx Xxxxxxxx UBS Global AM 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 Xxxxxxxx XxxxxxxxUBS Global 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 Xxxxxxxx Xxxxxxxx UBS Global AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Xxxxxxxx XxxxxxxxUBS Global 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 Trust Corporation recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) Xxxxxxxx Xxxxxxxx UBS Global 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, Xxxxxxxx Xxxxxxxx UBS Global AM hereby agrees that all records which it maintains for the Trust Corporation are the property of the TrustCorporation, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust Corporation and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act Act, and further agrees to surrender promptly to the Trust Corporation any records which it maintains for the Trust Corporation upon request by the TrustCorporation. (d) UBS Global 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 Corporation under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto (“Registration Statement”) or as more frequently requested by the Board.

Duties as Investment Adviser. (a) Subject to the supervision of the TrustFund's Board of Trustees Directors ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx 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, Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx 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 Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx 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 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 Xxxxxxxx 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 Trust Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust Fund are the property of the TrustFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust Fund and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act Act, and further agrees to surrender promptly to the Trust Fund any records which it maintains for the Trust Fund upon request by the TrustFund. (d) Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx and any entity or person associated with Xxxxxxxx Xxxxxxxx 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 Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation by Xxxxxxxx Xxxxxxxx or person or entity associated with Xxxxxxxx Xxxxxxxx for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx 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, Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx 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 Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 3la-1 under the 1940 Act Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the TrustFund's Board of Trustees Directors ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a Series, including investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 orders. Whenever 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 Xxxxxxxx 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 Trust Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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 Investment Company Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust Fund are the property of the TrustFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Investment Company Act any records which it maintains for the Trust Fund and which are required to be maintained by Rule 31a-l under the 1940 Investment Company Act and further agrees to surrender promptly to the Trust Fund any records which it maintains for the Trust Fund upon request by the TrustFund. (d) Xxxxxxxx Xxxxxxxx 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 Investment Company Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Xxxxxxxx Xxxxxxxx and any entity or person associated with Xxxxxxxx Xxxxxxxx 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 rules thereunder, and the Fund hereby consents to the retention of compensation by Xxxxxxxx Xxxxxxxx or any person or entity associated with Xxxxxxxx Xxxxxxxx for such transaction.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx 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, Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx 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 Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act Act, and further agrees to surrender promptly to the Trust any any-records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx 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, Xxxxxxxx Xxxxxxxx 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 Series, and Xxxxxxxx Xxxxxxxx may pay to those brokers in return for brokerage and research services a higher commission or spread than may be charged by other brokersbrokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx 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 Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the TrustFund's Board board of Trustees directors ("Board"), Xxxxxxxx Xxxxxxxx Mitchell Hutchins will provide a continuous investment program for a Seriestxx Xxxx, including xxxxxxxxg investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investmentsFund. Xxxxxxxx Xxxxxxxx Mitchell Hutchins will determine from time to time what securities and other investments axx xxxxx xxxxxxxxnts will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this AgreementFund. (b) Xxxxxxxx Xxxxxxxx Mitchell Hutchins agrees that in placing orders with brokers, it will attempt to obtain wilx xxxxxxx xx xxxxin the best net result in terms of price and execution; provided that, on behalf of any Series, Xxxxxxxx Xxxxxxxx that Mitchell Hutchins may, in its discretion, use brokers who provide the Series with researchthx Xxxx xxxx xxxxxrch, analysis, advice and similar services to execute portfolio transactions on behalf of the SeriesFund, and Xxxxxxxx Xxxxxxxx Mitchell Hutchins may pay to those brokers in return for brokerage and research services axx xxxxxxxx xxxxxces a higher commission than may be charged by other brokers, subject to Xxxxxxxx XxxxxxxxMitchell Hutchins' determining in good faith that such commission is reasonable in terms xxxxxxxxxx xx xxrms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx Mitchell Hutchins to such Series the Fund and its other clients and that the total commissions paid totxx xxxxxxxxxxx xxid by such Series 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 Xxxxxxxx XxxxxxxxMitchell Hutchins, or any affiliated person thereof, except in accordance with the federal accorxxxxx xxxx xxx xxderal securities laws and the rules and regulations thereunder, or any applicable exemptive orders . Whenever Xxxxxxxx Xxxxxxxx Mitchell Hutchins simultaneously places orders to purchase or sell the same security txx xxxx xxxxxxxx on behalf of a Series the Fund and one or more other accounts advised by Xxxxxxxx XxxxxxxxMitchell Hutchins, such orders will be allocated as to price and amount among all such amoxxx xxxxx xxx xxxh accounts in a manner believed to be equitable to each account. The Trust Fund recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) Xxxxxxxx Xxxxxxxx Mitchell Hutchins will oversee the maintenance of all books and records with respect recoxxx xxxx xxxxxxx 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, Xxxxxxxx Xxxxxxxx Mitchell Hutchins hereby agrees that all records which it maintains for the Trust are xxx xxx Xxxx xxx the property of the TrustFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust Fund and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust Fund any records which it maintains for the Trust Fund upon request by the TrustFund. (d) Mitchell Hutchins will oversee the computation of the net asset valux xxx xxx xxx xxxome of the Fund as described in the currently effective registration statement of the Fund under the 1933 Act and the 1940 Act and any amendments or supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Mitchell Hutchins and any entity or person associated with Mitchell Xxxxxxxx xxxxx xx a member of a national securities exchangx xx xxxxxx xxx xransaction on such exchange for the account of the Fund, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Mitchell Hutchins or any person or entity associated with Mitchell Hxxxxxxx.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a Series, including investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) Xxxxxxxx Xxxxxxxx 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 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 Trust hereby authorizes Xxxxxxxx Xxxxxxxx and any entity or person associated with Xxxxxxxx Xxxxxxxx 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 rules thereunder, and the Trust hereby consents to the retention of compensation by Xxxxxxxx Xxxxxxxx or any person or entity associated with Xxxxxxxx Xxxxxxxx for such transaction. 3. Duties as Administrator. Xxxxxxxx Xxxxxxxx will administer the affairs of the Trust and each Series subject to the supervision of the Board and the following understandings: (a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operations of the Trust 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 Trust and each Series. (b) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with such corporate, administrative and clerical personnel (including officers of the Trust) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. (c) Xxxxxxxx Xxxxxxxx will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Trust's 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) Xxxxxxxx Xxxxxxxx will provide the Trust 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.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) Xxxxxxxx Xxxxxxxx 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, Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for brokerage research and research services analysis, a higher commission compensation or spread than may be charged by other brokersbrokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx 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 Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a Series, including investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-sub- adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 orders. Whenever 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) Xxxxxxxx Xxxxxxxx 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 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 Trust hereby authorizes Xxxxxxxx Xxxxxxxx and any entity or person associated with Xxxxxxxx Xxxxxxxx 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 rules thereunder, and the Trust hereby consents to the retention of compensation by Xxxxxxxx Xxxxxxxx or any person or entity associated with Xxxxxxxx Xxxxxxxx for such transaction. 3. Duties as Administrator. Xxxxxxxx Xxxxxxxx will administer the affairs of the Trust and each Series subject to the supervision of the Board and the following understandings: (a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operations of the Trust 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 Trust and each Series. (b) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with such corporate, administrative and clerical personnel (including officers of the Trust) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. (c) Xxxxxxxx Xxxxxxxx will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Trust's 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) Xxxxxxxx Xxxxxxxx will provide the Trust 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.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust's Board of Trustees ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a each Series, including investment research and management with respect to all securities and investments and cash equivalents in the each Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the each Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this Agreement. (b) 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, 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 Xxxxxxxx Xxxxxxxx may pay to those brokers in return for brokerage and research services a higher commission than that may be charged by other brokers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of 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 Xxxxxxxx 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 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 Xxxxxxxx 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 Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust.

Duties as Investment Adviser. (a) Subject to the supervision of the TrustFund's Board board of Trustees directors ("Board"), Xxxxxxxx Xxxxxxxx will provide a continuous investment program for a Seriesthe Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Series, and may allocate the Series' portfolio investments between countries, regions or types of investmentsFund. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' 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 5 of this AgreementFund. (b) 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, that Xxxxxxxx Xxxxxxxx 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 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 Xxxxxxxx Xxxxxxxx' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx to such Series the Fund and its other clients and that the total commissions paid by such Series 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 Xxxxxxxx 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 Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx 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 Trust Fund recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) Xxxxxxxx Xxxxxxxx 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, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Trust Fund are the property of the TrustFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust Fund and which are required to be maintained by Rule 31a-l 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust Fund any records which it maintains for the Trust Fund upon request by the TrustFund. (d) Xxxxxxxx Xxxxxxxx will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Fund under the 1933 Act and the 1940 Act and any amendments or supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) The Fund hereby authorizes Xxxxxxxx Xxxxxxxx and any entity or person associated with Xxxxxxxx Xxxxxxxx which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Xxxxxxxx Xxxxxxxx or any person or entity associated with Xxxxxxxx Xxxxxxxx.