Mitchell Hutchins Sample Clauses

Mitchell Hutchins will arrange, but not pay, for the periodic p▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ing, 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 agrees to indemnify, defend, and hold the Trus▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇nd 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 State▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ 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 s▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ literature or advertising used by Mitchell Hutchins in connection with its duties under this Contr▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇chins shall be entitled to participate, at its own e▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇fense 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 shal▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ counsel chosen by Mitchell Hutchins and satisfactory to the indemnified defendants ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇hall not be unreasonably withheld. In the event that Mitchell Hutchins elects to assume the defense of any suit and r▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇e 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 su▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇urse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them.

Mitchell Hutchins will oversee the computation of the net asset ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇t 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. (i) is registered as an investment adviser und▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ct 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 i▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to Section 9(a) of the 1940 Act or otherwise.

Mitchell Hutchins obligat▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇nsation 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 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ the Fund or Series. Mitchell Hutchins shall advi▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇ny agreements or revised agreements as to compensation to be paid by Mitchell Hutchins to PaineW▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇st regular meeting held after such agreement but shall not be required to obtain prior approval for such agreements from the Board.

Mitchell Hutchins hereby appoints the Sub-Adviser ----------- ▇▇ ▇▇ ▇nvestment 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 will arrange, but not pay, for the periodic prepar▇▇▇▇▇, ▇▇▇▇▇▇▇▇, 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 will maintain all books and records required t▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇y Mitchell Hutchins pursuant to the 1940 Act and the rules and reg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ted 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 mainta▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ 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 make available such sales ----------- ▇▇▇ advertising materials relating to the shares of beneficial interest as Mitchell Hutchins in its discretion determines appropriate. Pai▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇o submit all sales and advertising materials developed by it relating to the shares of beneficial interest to Mitchell Hutchins for