Mitchell Hutchins obligation to pay compensation to PaineWebbex xx xxxxxx xxxx pursuant to this paragraph 4 is not contingent upon receipt by Mitchell Hutchins of any compensation from the Fund or Series. Xxxxxxxx Xxxxxxxx shall advise the Board of any agreements or rxxxxxx xxxxxxxxxx as to compensation to be paid by Mitchell Hutchins to PaineWebber but shall not be required to oxxxxx xxxxx xxxxxval for such agreements from the Board.
Mitchell Hutchins will arrange, but not pay, for the periodic pxxxxxxxxxx, xxxxxing, 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.
Mitchell Hutchins will oversee the computation of the net asset xxxxx xxx xxx xxt 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.
Mitchell Hutchins will arrange, but not pay, for the periodic preparxxxxx, xxxxxxxx, filing and dissemination (as applicable) of the Fund's Registration Statement, proxy material, tax returns and required reports to the Fund's shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities.
Mitchell Hutchins hereby appoints the Sub-Adviser ----------- xx xx xnvestment sub-adviser with respect to the Portfolio for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.
Mitchell Hutchins obligatxxx xx xxx xxxxxnsation to PaineWebber with respect to the Class A Shares as agreed upon pursuant to this paragraph 4 is not contingent upon receipt by Mitchell Hutchins of any xxxxxxxxxxxx xxxx the Fund or Series. Mitchell Hutchins shall advixx xxx Xxxxx xx xny agreements or revised agreements as to compensation to be paid by Mitchell Hutchins to PaineWxxxxx xx xxxxx xxxst regular meeting held after such agreement but shall not be required to obtain prior approval for such agreements from the Board.
Mitchell Hutchins agrees to make available such sales ----------- xxx advertising materials relating to the shares of beneficial interest as Mitchell Hutchins in its discretion determines appropriate. PaixxXxxxxx xxxxxx xo submit all sales and advertising materials developed by it relating to the shares of beneficial interest to Mitchell Hutchins for
Mitchell Hutchins will maintain all books and records required tx xx xxxxxxxxxx xy Mitchell Hutchins pursuant to the 1940 Act and the rules and regxxxxxxxx xxxxxxxxted thereunder with respect to transactions on behalf of PACE Money Market Investments, 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, Mitchell Hutchins hereby agrees that all records which it maintaxxx xxx xxx Xxxxx and PACE Money Market Investments 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-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.
Mitchell Hutchins agrees to indemnify, defend, and hold the Trusx, xxx xxxxxxxx xnd trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its trustees or officers, or any such controlling person may incur under the 1933 Act or under common law or otherwise arising out of or based upon any alleged untrue statement of a material fact contained in information furnished in writing by Mitchell Hutchins to the Trust for use in the Registration Statexxxx, xxxxxxx xxx of or based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement necessary to make such information not misleading, or arising out of any agreement between Mitchell Hutchins and any retail dealer, or arising out of any sxxxxxxxxxxx xxxxx literature or advertising used by Mitchell Hutchins in connection with its duties under this Contrxxx. Xxxxxxxx Xxxchins shall be entitled to participate, at its own exxxxxx, xx xxx xxfense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Mitchell Hutchins elects to assume the defense, the defense shalx xx xxxxxxxxx xx counsel chosen by Mitchell Hutchins and satisfactory to the indemnified defendants xxxxx xxxxxxxx xhall not be unreasonably withheld. In the event that Mitchell Hutchins elects to assume the defense of any suit and rxxxxx xxxxxxx, xxe defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If Mitchell Hutchins does not elect to assume the defense of any suxx, xx xxxx xxxxxurse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them.
Mitchell Hutchins. (i) is registered as an investment adviser undxx xxx Xxxxxxxx Xct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services as investment adviser contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services as investment adviser contemplated by this Contract; and (iv) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify Mitchell Hutchins from serving as an investment adviser of any ixxxxxxxxx xxxxxxx pursuant to Section 9(a) of the 1940 Act or otherwise.
