Common use of Services and Duties of Xxxxxxxx Xxxxxxxx Clause in Contracts

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Shares shall be the net asset value per share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Shares. (f) To facilitate redemption of Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class B Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class B Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class B Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class B Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class B Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class B Shares. (f) To facilitate redemption of Class B Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class B Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class B Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). "Service activities" do not include the transfer agency-related and other services for which PaineWebber receives compensation under the Service Contract between PaineWebber and the Fund. (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class A Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class A Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). "Service activities" do not include the transfer agency-related and other services for which PaineWebber receives compensation under the Service Contract between PaineWebber and the Fund. (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class Y Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class Y Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class Y Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class Y Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class Y Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class Y Shares. (f) To facilitate redemption of Class Y Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class Y Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class C Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class C Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). "Service activities" do not include the transfer agency-related and other services for which PaineWebber receives compensation under the Service Contract between PaineWebber and the Fund. (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class B Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class B Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class B Shares of that the Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class B Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("'PaineWebber"'), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class B Shares of a Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class B Shares. (f) To facilitate redemption of Class B Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class B Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class B Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "'service fees" ' under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("'NASD"') Rules of Fair Practice (collectively, "'service activities"'). 'Service activities' do not include the transfer agency-related and other services that PaineWebber may provide. (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class A Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class A Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time solicit orders for the sale of Class C shares of the Fund and to time during the term of this Contract undertake advertising and promotion it believes reasonable in connection with such solicitation as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time solicit orders for the sale of shares of the Fund and to time during the term of this Contract undertake advertising and promotion that it believes reasonable in connection with such solicitation as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class B Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class B Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class B Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class B Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class B Shares. (f) To facilitate redemption of Class B Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class B Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class B Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class B Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class B Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class B Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class B Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class B Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class B Shares. (f) To facilitate redemption of Class B Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class B Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class B Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class C Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class C Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class C Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class C Shares and any other services now or hereafter deemed to be appropriate activities for the payment of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.or

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time solicit orders for the sale of Class C shares of the Fund and to time during the term of this Contract undertake advertising and promotion it believes reasonable in connection with such solicitation as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("'PaineWebber"'), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time solicit orders for the sale of shares of the Fund and to time during the term of this Contract undertake advertising and promotion that it believes reasonable in connection with such solicitation as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class B Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class B Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class B Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("'PaineWebber"'), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class B Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class B Shares. (f) To facilitate redemption of Class B Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class B Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class B Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "'service fees" ' under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("'NASD"') Rules of Fair Practice (collectively, "'service activities"'). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class A Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund Trust and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund Trust as of the time of receipt of such orders and promptly transmit such orders as are accepted to the FundTrust's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the FundTrust. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund Trust following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund Trust shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund Trust to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class A Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund Trust or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class A Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the applicable contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class C Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund Trust and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund Trust as of the time of receipt of such orders and promptly transmit such orders as are accepted to the FundTrust's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the FundTrust. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund Trust following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund Trust shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund Trust to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class C Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund Trust or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time solicit orders for the sale of shares of the Fund and to time during the term of this Contract undertake advertising and promotion that it believes reasonable in connection with such solicitation as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class A Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.payments of

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class B Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund Trust and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class B Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class B Shares of that Series and will accept such orders on behalf of the Fund Trust as of the time of receipt of such orders and promptly transmit such orders as are accepted to the FundTrust's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class B Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the FundTrust. (d) The offering price of the Class B Shares of each Series shall be the net asset value per share Share as next determined by the Fund Trust following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund Trust shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class B Shares. (f) To facilitate redemption of Class B Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund Trust to repurchase Class B Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class B Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund Trust or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell the Shares to the Insurance Companies for their Separate Accounts on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for the Shares of that Series from Insurance Companies for their Separate Accounts and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell the Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at by Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of the Shares. (f) To facilitate redemption of the Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase the Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall arrange for each Insurance Company to which it sells Shares for that Insurance Company's Separate Accounts to enter into an agreement with the Fund to provide ongoing shareholder services, which include responding certain distribution related services with respect to shareholder inquiries, providing shareholders with information on their investments in the Shares and the owners of the Variable Contracts issued by the Separate Accounts. These distribution related services may include, but are not limited to, the following: (a) printing and mailing of Fund prospectuses, statements of additional information, any supplements thereto and shareholder reports for existing and prospective Variable Contract owners; (b) services relating to the development, preparation, printing and mailing of Trust advertisements, sales literature and other promotional materials describing and/or relating to the Trust and including materials intended for use within the Participating Insurance Company or for broker-dealer use only or retail use; (c) holding seminars and sales meetings designed to promote the distribution of the Shares; (d) obtaining information and providing explanations to Variable Contract owners regarding the investment objectives and policies and other information about the Fund and its Series, including the performance of the Series; (e) training sales personnel regarding the Fund and its Series; (f) compensating sales personnel with respect to the Fund and its Series; (g) providing personal services and/or maintenance of the Variable Contract owner accounts with respect to the Shares attributable to such accounts; and (h) financing any other services now or hereafter deemed activity that the Board determines is primarily intended to be appropriate activities for result in the payment of "service fees" under Rule 2830 sale of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities")Shares. (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time solicit orders for the sale of shares of the Fund and to time during the term of this Contract undertake advertising and promotion that it believes reasonable in connection with such solicitation as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class A Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time solicit orders for the sale of shares of the Fund and to time during the term of this Contract undertake advertising and promotion that it believes reasonable in connection with such solicitation as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("'PaineWebber"'), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class A Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "'service fees" ' under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("'NASD"') Rules of Fair Practice (collectively, "'service activities"'). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund Trust and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Shares of that Series and will accept such orders on behalf of the Fund Trust as of the time of receipt of such orders and promptly transmit such orders as are accepted to the FundTrust's transfer agentagent with respect to the Series. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the FundTrust. (d) The offering price of the Shares of each Series shall be the net asset value per share Share as next determined by the Fund Trust following receipt of an order at Xxxxxxxx Xxxxxxxxthe Series' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementtransfer agent. The Fund Trust shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Shares. (f) To facilitate redemption of Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund Trust to repurchase Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx or an affiliate shall provide or arrange for the provision of ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities")services. (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund Trust or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class B Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class B Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class B Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class B Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class B Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class B Shares. (f) To facilitate redemption of Class B Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class B Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class B Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.Securities

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell the Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), dealers as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxxin accordance with each Series' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementcurrently effective prospectus. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Shares. (f) To facilitate redemption of Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class C Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.their

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class A Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class A Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class A Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class A Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class A Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class A Shares. (f) To facilitate redemption of Class A Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class A Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class A Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") Rules of Fair Practice (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.,

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class C Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class C Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules Section 26(d) of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.Securities

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell the Shares to the Insurance Companies for their Separate Accounts on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for the Shares of that Series from Insurance Companies for their Separate Accounts and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell the Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at by Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of the Shares. (f) To facilitate redemption of the Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase the Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall arrange for each Insurance Company to which it sells Shares for that Insurance Company's Separate Accounts to enter into an agreement with the Fund or Xxxxxxxx Xxxxxxxx to provide ongoing shareholder services, which include responding certain distribution related services with respect to shareholder inquiries, providing shareholders with information on their investments in the Shares and the owners of the Variable Contracts issued by the Separate Accounts. These distribution related services may include, but are not limited to, the following: (a) printing and mailing of Fund prospectuses, statements of additional information, any supplements thereto and shareholder reports for existing and prospective Variable Contract owners; (b) services relating to the development, preparation, printing and mailing of Trust advertisements, sales literature and other promotional materials describing and/or relating to the Trust and including materials intended for use within the Participating Insurance Company or for broker-dealer use only or retail use; (c) holding seminars and sales meetings designed to promote the distribution of the Shares; (d) obtaining information and providing explanations to Variable Contract owners regarding the investment objectives and policies and other information about the Fund and its Series, including the performance of the Series; (e) training sales personnel regarding the Fund and its Series; (f) compensating sales personnel with respect to the Fund and its Series; (g) providing personal services and/or maintenance of the Variable Contract owner accounts with respect to the Shares attributable to such accounts; and (h) financing any other services now or hereafter deemed activity that the Board determines is primarily intended to be appropriate activities for result in the payment of "service fees" under Rule 2830 sale of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities")Shares. (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class Y Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund Trust and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class Y Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class Y Shares of that Series and will accept such orders on behalf of the Fund Trust as of the time of receipt of such orders and promptly transmit such orders as are accepted to the FundTrust's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class Y Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the FundTrust. (d) The offering price of the Class Y Shares of each Series shall be the net asset value per share Share as next determined by the Fund Trust following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund Trust shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class Y Shares. (f) To facilitate redemption of Class Y Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund Trust to repurchase Class Y Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding 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 Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund Trust or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Xxxxxxxx Xxxxxxxx agrees to sell Class C Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement. (b) Upon the later of the date of this Contract or the initial offering of the Class C Shares to the public by a Series, Xxxxxxxx Xxxxxxxx will hold itself available to receive purchase orders, satisfactory to Xxxxxxxx Xxxxxxxx, for Class C Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund's transfer agent. Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Registrati on Statement. (c) Xxxxxxxx Xxxxxxxx in its discretion may enter into agreements to sell Class C Shares to such registered and qualified retail dealers, including but not limited to PaineWebber Incorporated ("PaineWebber"), as it may select. In making agreements with such dealers, Xxxxxxxx Xxxxxxxx shall act only as principal and not as agent for the Fund. (d) The offering price of the Class C Shares of each Series shall be the net asset value per share Share as next determined by the Fund following receipt of an order at Xxxxxxxx Xxxxxxxx' principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statementoffice. The Fund shall promptly furnish Xxxxxxxx Xxxxxxxx with a statement of each computation of net asset value. (e) Xxxxxxxx Xxxxxxxx shall not be obligated to sell any certain number of Class C Shares. (f) To facilitate redemption of Class C Shares by shareholders directly or through dealers, Xxxxxxxx Xxxxxxxx is authorized but not required on behalf of the Fund to repurchase Class C Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement. Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement. (g) Xxxxxxxx Xxxxxxxx shall provide ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Class C Shares and any other services now or hereafter deemed to be appropriate activities subjects for the payment payments of "service fees" under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") (collectively, "service activities"). (h) Xxxxxxxx Xxxxxxxx shall have the right to use any list of shareholders of the Fund or any other list of investors which it obtains in connection with its provision of services under this Contract; provided, however, that Xxxxxxxx Xxxxxxxx shall not sell or knowingly provide such list or lists to any unaffiliated person.