Common use of Services and Duties of Mitchell Hutchins Clause in Contracts

Services and Duties of Mitchell Hutchins. (x) Subject to the supervision of the Board of Trustees ("Board") and PaineWebber, Mitchell Hutchins will provide a continuous investment program fxx xxxx Xxxxxx, xncluding investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Series. Mitchell Hutchins will determine from time to time what investmexxx xxxx xx xxxxxased, retained or sold by each Series. Mitchell Hutchins will be responsible for placing purchase and sxxx xxxxxx xxx xxvestments and for other related transactions. Mitchell Hutchins will provide services under this agreement in xxxxxxxxxx xxxx xhe Series' investment objective, policies and restrictions as stated in the Series' Prospectuses. (b) Mitchell Hutchins agrees that, in placing orders with brokers, ix xxxx xxxxxxx xx obtain the best net result in terms of price and execution; provided that, on behalf of any Series, Mitchell Hutchins may, in its discretion, effect securities tranxxxxxxxx xxxx xxxkers and dealers who provide the Series with research, analysis, advice and similar services, and Mitchell Hutchins may pay to those brokers and dealers, in returx xxx xxxxxxxxx xnd research services and analysis, a higher commission than may be charged by other brokers and dealers, subject to Mitchell Hutchins' determining in good faith that such commissiox xx xxxxxxxxxx xn terms either of the particular transaction or of the overall responsibility of Mitchell Hutchins and its affiliates to such Series and its othex xxxxxxx xxx xxxt the total commissions paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Mitchell Hutchins or any affiliated person thereof, except in acxxxxxxxx xxxx xxx federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Mitchell Hutchins simultaneously places orders to purchase or sexx xxx xxxx xxxxxity on behalf of a Series and one or more other accounts advised by Mitchell Hutchins, such orders will be allocated as to price and xxxxxx xxxxx xxx 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 a Series. (c) Mitchell Hutchins will oversee the maintenance of all books and xxxxxxx xxxx xxxxect to the securities transactions of each Series and will furnish the Board with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-2 under the 1940 Act, Mitchell Hutchins hereby agrees that all records which it maintaxxx xxx xxx Xxxx 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) Mitchell Hutchins will oversee the computation of the net asset xxxxx xxx xxx xxxome of each Series as described in the currently effective registration statement of the Fund 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. (e) Mitchell Hutchins will assist in administering the affairs of thx Xxxx xxx xxxx Xeries, subject to the supervision of the Board and PaineWebber, and further subject to the following understandings: (i) Mitchell Hutchins will supervise all aspects of the operation of xxx Xxxx xxx xxxh Series 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 affairs of the Fund and each Series. (ii) Mitchell Hutchins will provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical personnel (including officers of the Fund) as are reasonably deemed necessary or advisable by the Board and PaineWebber and Mitchell Hutchins will pay the salaries of all such personnel. (xxx) Xitchell Hutchins will provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund and each Series.

Services and Duties of Mitchell Hutchins. (xa) Subject to the supervision of the Board of Trustees ("Board") and PaineWebber, Mitchell Hutchins will provide agrees xx xxxx Xxxxxx xx a continuous investment program fxx best efforts basix xxxx Xxxxxx, xncluding investment research xxxx xx xxme during the term of this Contract as agent for the Fund and management with respect to all securities, investments and cash equivalents held upon the terms described in the portfolio of each Series. Mitchell Hutchins will determine from time to time what investmexxx xxxx xx xxxxxased, retained or sold by each Series. Mitchell Hutchins will be responsible for placing purchase and sxxx xxxxxx xxx xxvestments and for other related transactions. Mitchell Hutchins will provide services under this agreement in xxxxxxxxxx xxxx xhe Series' investment objective, policies and restrictions as stated in the Series' ProspectusesRegistration Statement. (b) Mitchell Hutchins agrees that, in placing orders with brokers, ix xxxx xxxxxxx xx obtain Upon the best net result in terms later of price and execution; provided that, on behalf the date of any this Contract or the initial offering of Shares to the public by a Series, Mitchell Hutchins maywill hold itself available to receive purchaxx xxxxxx, in its discretion, effect securities tranxxxxxxxx xxxx xxxkers and dealers who provide the Series with research, analysis, advice and similar services, and Mitchell Hutchins may pay to those brokers and dealers, in returx xxx xxxxxxxxx xnd research services and analysis, a higher commission than may be charged by other brokers and dealers, subject xxxxxxactory to Mitchell Hutchins' determining in good faith , for Shares of that such commissiox Series and will accept sxxx xxxxxx xx xxxxxxxxxx xn terms either xxxalf of the particular transaction or Fund as of the overall responsibility time of Mitchell Hutchins receipt of such orders and its affiliates to promptly transmit such Series and its othex xxxxxxx xxx xxxt the total commissions paid by such Series will be reasonable in relation orders as are accepted to the benefits to such Series over Fund's transfer agent. Purchase orders shall be deemed effective at the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Mitchell Hutchins or any affiliated person thereof, except time and in acxxxxxxxx xxxx xxx federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Mitchell Hutchins simultaneously places orders to purchase or sexx xxx xxxx xxxxxity on behalf of a Series and one or more other accounts advised by Mitchell Hutchins, such orders will be allocated as to price and xxxxxx xxxxx xxx such accounts manner set forth 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 a SeriesRegistration Statement. (c) Mitchell Hutchins will oversee the maintenance of all books in its discretion may enter into agreements xx xxxx Xxxxxx xx such registered and xxxxxxx xxxx xxxxect qualified retail dealers, including but not limited to the securities transactions of each Series and will furnish the Board PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-2 under the 1940 Actdealers, Mitchell Hutchins hereby agrees that all records which it maintaxxx shall act only as principal and not as agent xxx xxx Xxxx 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 FundXxxx. (d) Mitchell Hutchins will oversee The offering price of the computation of Shares shall be the net asset value per share as next determined by the Fund following receipt of an order at Mitchell Hutchins' principal office plus the applicable initiax xxxxx xxx xxx xxxome xxxxxx, xf any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Mitchell Hutchins with a statement of each Series as described in the currently effective registration statement computation of the Fund under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Boardnet xxxxx xxxxx. (e) Mitchell Hutchins will assist shall not be obligated to sell any certain nxxxxx xx Xxxxxx. (f) To facilitate redemption of Shares by shareholders directly or through dealers, Mitchell Hutchins is authorized but not required on behalf of xxx Xxxx xx xxxxxchase Shares presented to it by shareholders and dealers at the price determined in administering accordance with, and in the affairs of thx Xxxx xxx xxxx Xeriesmanner set forth in, subject to the supervision Registration Statement. Such price shall reflect the subtraction of the Board contingent deferred sales charge, if any, computed in accordance with and PaineWebber, and further subject to in the following understandings:manner set forth in the Registration Statement. (ig) Mitchell Hutchins will supervise all aspects shall provide ongoing shareholder services, xxxxx xxxxxxx xxxponding to shareholder inquiries, providing shareholders with information on their investments in the Shares and any other services now or hereafter deemed to be appropriate activities for the payment of "service fees" under Rule 2830 of the operation Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Mitchell Hutchins shall have the right to use any list of sharxxxxxxxx xx xxx Xxxx xxx xxxh Series except as hereinafter set forthXund or any other list of investors which it obtains in connection with its provision of services under this Contract; 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 affairs of the Fund and each Series. (ii) Mitchell Hutchins will shall not sell or knowingly provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical personnel (including officers of the Fund) as are reasonably deemed necessary or advisable by the Board and PaineWebber and Mitchell Hutchins will pay the salaries of all such personnellisx xx xxxxx xx xxx unaffiliated person. (xxx) Xitchell Hutchins will provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund and each Series.

Services and Duties of Mitchell Hutchins. (xa) Subject to the supervision of the Board of Trustees ("Board") and PaineWebber, Mitchell Hutchins will provide a continuous investment program fxx agrees to sell shares of beneficial interest ox x xxxx Xxxxxx, xncluding investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Series. Mitchell Hutchins will determine xxxxxxx basis from time to time what investmexxx xxxx xx xxxxxased, retained or sold by each Series. Mitchell Hutchins will be responsible during the term of this Contract as agent for placing purchase the Trust and sxxx xxxxxx xxx xxvestments and for other related transactions. Mitchell Hutchins will provide services under this agreement in xxxxxxxxxx xxxx xhe Series' investment objective, policies and restrictions as stated upon the terms described in the Series' ProspectusesRegistration Statement. (b) Mitchell Hutchins agrees that, in placing orders with brokers, ix xxxx xxxxxxx xx obtain Upon the best net result in terms later of price and execution; provided that, on behalf the date of any this Contract or the initial offering of the shares of beneficial interest to the public by a Series, Mitchell Hutchins maywill hold itself available to receive purchase xxxxxx, in its discretion, effect securities tranxxxxxxxx xxxx xxxkers and dealers who provide the Series with research, analysis, advice and similar services, and Mitchell Hutchins may pay to those brokers and dealers, in returx xxx xxxxxxxxx xnd research services and analysis, a higher commission than may be charged by other brokers and dealers, subject xxxxxxxxtory to Mitchell Hutchins' determining in good faith , for shares of beneficial interest of that such commissiox xx xxxxxxxxxx xn terms either of the particular transaction or of the overall responsibility of Mitchell Hutchins and its affiliates to such Series and its othex xxxxxxx xxx xxxt the total commissions paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Mitchell Hutchins or any affiliated person thereof, except in acxxxxxxxx xxxx xxx federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Mitchell Hutchins simultaneously places orders to purchase or sexx Serxxx xxx xxxx xxxxxity xxxxpt such orders on behalf of a Series and one or more other accounts advised by Mitchell Hutchins, the Trust as of the time of receipt of such orders will and promptly transmit such orders as are accepted to the Trust's transfer agent. Purchase orders shall be allocated as to price deemed effective at the time and xxxxxx xxxxx xxx such accounts in a the manner believed to be equitable to each account. The Fund recognizes that set forth in some cases this procedure may adversely affect the results obtained for a SeriesRegistration Statement. (c) Mitchell Hutchins will oversee the maintenance of all books in its discretion may enter into agreements to xxxx xxxxxx xx xeneficial interest to such registered and xxxxxxx xxxx xxxxect qualified retail dealers, including but not limited to the securities transactions of each Series and will furnish the Board PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-2 under the 1940 Actdealers, Mitchell Hutchins hereby agrees that all records which it maintaxxx shall act only as principal and not as agent fxx xxx xxx Xxxx 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 FundXxxxx. (d) Mitchell Hutchins will oversee The offering price of the computation shares of beneficial interest of each Series shall be the net asset xxxxx xxx xxx xxxome value per Share as next determined by the Trust following receipt of an order at Mitchell Hutchins' principal office. The Trust shall promptly fuxxxxx Xxxxxxxx Xxtchins with a statement of each Series as described in the currently effective registration statement computation of the Fund under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Boardnet asxxx xxxxx. (e) Mitchell Hutchins will assist in administering the affairs shall not be obligated to sell any certain numxxx xx xxxxxx xx beneficial interest. (f) To facilitate redemption of shares of beneficial interest by shareholders directly or through dealers, Mitchell Hutchins is authorized but not required on behalf of thx Xxxx xxx xxxx Xeries, subject Xxxxx xx xxxxxxhase shares of beneficial interest presented to it by shareholders and dealers at the supervision of the Board and PaineWebberprice determined in accordance with, and further subject to in the following understandings:manner set forth in, the Registration Statement. (ig) Mitchell Hutchins will supervise all aspects shall have the right to use any list of the operation sharehxxxxxx xx xxx Xxxst or any other list of xxx Xxxx xxx xxxh Series except as hereinafter set forthinvestors which it obtains in connection with its provision of services under this Contract; 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 affairs of the Fund and each Series. (ii) Mitchell Hutchins will shall not sell or knowingly provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical personnel (including officers of the Fund) as are reasonably deemed necessary or advisable by the Board and PaineWebber and Mitchell Hutchins will pay the salaries of all such personnellist xx xxxxx xx xxx xnaffiliated person. (xxx) Xitchell Hutchins will provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund and each Series.

Services and Duties of Mitchell Hutchins. (x) Subject Xxxxxell Hutchins agrees to the supervision of the Board of Trustees ("Board") and PaineWebber, Mitchell Hutchins will provide a continuous investment program fxx xxxx Xxxxxx, xncluding investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Series. Mitchell Hutchins will determine sxxx Xxxxxx xx x xxst efforts basis from time to time what investmexxx xxxx xx xxxxxased, retained or sold by each Series. Mitchell Hutchins will be responsible during the term of this Contract as agent for placing purchase the Fund and sxxx xxxxxx xxx xxvestments and for other related transactions. Mitchell Hutchins will provide services under this agreement in xxxxxxxxxx xxxx xhe Series' investment objective, policies and restrictions as stated upon the terms described in the Series' ProspectusesRegistration Statement. (b) Mitchell Hutchins agrees that, in placing orders with brokers, ix xxxx xxxxxxx xx obtain Upon the best net result in terms later of price and execution; provided that, on behalf the date of any this Contract or the initial offering of the Shares to the public by a Series, Mitchell Hutchins maywill hold xxxxxx xxxxxxxxx xo receive purchase orders, in its discretion, effect securities tranxxxxxxxx xxxx xxxkers and dealers who provide the Series with research, analysis, advice and similar services, and Mitchell Hutchins may pay to those brokers and dealers, in returx xxx xxxxxxxxx xnd research services and analysis, a higher commission than may be charged by other brokers and dealers, subject satisfactory to Mitchell Hutchins' determining in good faith that , for Shares xx xxxx Xxxxxx xnd will accept such commissiox xx xxxxxxxxxx xn terms either of the particular transaction or of the overall responsibility of Mitchell Hutchins and its affiliates to such Series and its othex xxxxxxx xxx xxxt the total commissions paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Mitchell Hutchins or any affiliated person thereof, except in acxxxxxxxx xxxx xxx federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Mitchell Hutchins simultaneously places orders to purchase or sexx xxx xxxx xxxxxity on behalf of a Series and one or more other accounts advised by Mitchell Hutchins, the Fund as of the time of receipt of such orders will and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be allocated as to price deemed effective at the time and xxxxxx xxxxx xxx such accounts in a the manner believed to be equitable to each account. The Fund recognizes that set forth in some cases this procedure may adversely affect the results obtained for a SeriesRegistration Statement. (c) Mitchell Hutchins will oversee the maintenance of all books in its dxxxxxxxxx xxx xxter into agreements to sell Shares to such registered and xxxxxxx xxxx xxxxect qualified retail dealers, including but not limited to the securities transactions of each Series and will furnish the Board PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-2 under the 1940 Actdealers, Mitchell Hutchins hereby agrees that all records which it maintaxxx xxx xxx Xxxx are the property of the Fund, agrees to preserve shall act onxx xx xxxxxxxxx xnd not as agent 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) Mitchell Hutchins will oversee The offering price of the computation Shares of each Series shall be the net asset xxxxx xxx xxx xxxome of each Series value per Share as described in the currently effective registration statement of next determined by the Fund under the Securities Act following receipt of 1933, as amended, and 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Boardan order at Mitchell Hutchins' principal xxxxxx. Xxx Xxxd shall promptly furnish Mitchell Hutchins with a staxxxxxx xx xxxx xxmputation of net asset value. (e) Mitchell Hutchins will assist in administering the affairs shall not xx xxxxxxxxx xx sell any certain number of thx Xxxx xxx xxxx Xeries, subject to the supervision of the Board and PaineWebber, and further subject to the following understandings:Shares. (if) To facilitate redemption of Shares by shareholders directly or through dealers, Mitchell Hutchins will supervise all aspects of the operation of is authorizex xxx Xxxx xxx xxxh Series 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 affairs xxxxxxxd on behalf of the Fund to repurchase Shares presented to it by shareholders and each Seriesdealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. (iig) With respect to the Class A Shares, Mitchell Hutchins will provide shall provxxx xxxxxxx xxxxeholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Fund Class A Shares and each Series with sucx xxxxxxxxxxxxxx and clerical personnel any other services now or hereafter deemed to be appropriate subjects for the payments of "service fees" under Section (including officers b)(9) of Rule 2830 of the FundConduct Rules of the National Association of Securities Dealers, Inc. ("NASD") as are reasonably deemed necessary or advisable by (collectively, "service activities"). "Service activities" with respect to the Board Shares do not include the transfer agency-related and other services for which PaineWebber receives compensation under the Service Contract between PaineWebber and Mitchell Hutchins will pay the salaries of all such personnelFund. (xxx) Xitchell Hutchins will provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund and each Series.

Services and Duties of Mitchell Hutchins. (xa) Subject to the supervision of the Board of Trustees ("Board") and PaineWebber, Mitchell Hutchins will provide a continuous investment program fxx agrees to sell Sxxxxx xx x xxxx Xxxxxx, xncluding investment research xfforts basis xxxx xxxx xx xxxe during the term of this Contract as agent for the Fund and management with respect to all securities, investments and cash equivalents held upon the terms described in the portfolio of each Series. Mitchell Hutchins will determine from time to time what investmexxx xxxx xx xxxxxased, retained or sold by each Series. Mitchell Hutchins will be responsible for placing purchase and sxxx xxxxxx xxx xxvestments and for other related transactions. Mitchell Hutchins will provide services under this agreement in xxxxxxxxxx xxxx xhe Series' investment objective, policies and restrictions as stated in the Series' ProspectusesRegistration Statement. (b) Mitchell Hutchins agrees that, in placing orders with brokers, ix xxxx xxxxxxx xx obtain Upon the best net result in terms later of price and execution; provided that, on behalf the date of any this Contract or the initial offering of Shares to the public by a Series, Mitchell Hutchins maywill hold itself available to receive purchasx xxxxxx, in its discretion, effect securities tranxxxxxxxx xxxx xxxkers and dealers who provide the Series with research, analysis, advice and similar services, and Mitchell Hutchins may pay to those brokers and dealers, in returx xxx xxxxxxxxx xnd research services and analysis, a higher commission than may be charged by other brokers and dealers, subject xxxxxxxctory to Mitchell Hutchins' determining in good faith , for Shares of that such commissiox Series and will accept suxx xxxxxx xx xxxxxxxxxx xn terms either xxxxlf of the particular transaction or Fund as of the overall responsibility time of Mitchell Hutchins receipt of such orders and its affiliates to promptly transmit such Series and its othex xxxxxxx xxx xxxt the total commissions paid by such Series will be reasonable in relation orders as are accepted to the benefits to such Series over Fund's transfer agent. Purchase orders shall be deemed effective at the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Mitchell Hutchins or any affiliated person thereof, except time and in acxxxxxxxx xxxx xxx federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Mitchell Hutchins simultaneously places orders to purchase or sexx xxx xxxx xxxxxity on behalf of a Series and one or more other accounts advised by Mitchell Hutchins, such orders will be allocated as to price and xxxxxx xxxxx xxx such accounts manner set forth 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 a SeriesRegistration Statement. (c) Mitchell Hutchins will oversee the maintenance of all books in its discretion may enter into agreements tx xxxx Xxxxxx xx such registered and xxxxxxx xxxx xxxxect qualified retail dealers, including but not limited to the securities transactions of each Series and will furnish the Board PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-2 under the 1940 Actdealers, Mitchell Hutchins hereby agrees that all records which it maintaxxx shall act only as principal and not as agent xxx xxx Xxxx 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 FundXxxx. (d) Mitchell Hutchins will oversee The offering price of the computation of Shares shall be the net asset value per share as next determined by the Fund following receipt of an order at Mitchell Hutchins' principal office plus the applicable initial xxxxx xxx xxx xxxome xxxxxx, xx any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Mitchell Hutchins with a statement of each Series as described in the currently effective registration statement computation of the Fund under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Boardnet axxxx xxxxx. (e) Mitchell Hutchins will assist shall not be obligated to sell any certain nuxxxx xx Xxxxxx. (f) To facilitate redemption of Shares by shareholders directly or through dealers, Mitchell Hutchins is authorized but not required on behalf of txx Xxxx xx xxxxxxhase Shares presented to it by shareholders and dealers at the price determined in administering accordance with, and in the affairs of thx Xxxx xxx xxxx Xeriesmanner set forth in, subject to the supervision Registration Statement. Such price shall reflect the subtraction of the Board contingent deferred sales charge, if any, computed in accordance with and PaineWebber, and further subject to in the following understandings:manner set forth in the Registration Statement. (ig) Mitchell Hutchins will supervise all aspects shall provide ongoing shareholder services, wxxxx xxxxxxx xxxxonding to shareholder inquiries, providing shareholders with information on their investments in the Shares and any other services now or hereafter deemed to be appropriate activities for the payment of "service fees" under Rule 2830 of the operation Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Mitchell Hutchins shall have the right to use any list of sharexxxxxxx xx xxx Xxxx xxx xxxh Series except as hereinafter set forthXxnd or any other list of investors which it obtains in connection with its provision of services under this Contract; 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 affairs of the Fund and each Series. (ii) Mitchell Hutchins will shall not sell or knowingly provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical personnel (including officers of the Fund) as are reasonably deemed necessary or advisable by the Board and PaineWebber and Mitchell Hutchins will pay the salaries of all such personnellist xx xxxxx xx xxx unaffiliated person. (xxx) Xitchell Hutchins will provide the Fund and each Series with sucx xxxxxxxxxxxxxx and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund and each Series.