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

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Subject to the supervision of the Board of Directors ("Board") and PaineWebber, Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series including investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Series. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on, behalf of any Series, Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Xxxxxxxx Xxxxxxxx or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Xxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation recognizes that in some cases this procedure may adversely affect the results obtained for a Series. (c) Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series and will furnish the Board with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation are the property of the Corporation, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Corporation and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation any records which it maintains for the Corporation upon request by the Corporation.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Subject to the supervision of the Board of Directors ("'Board"') and PaineWebber, Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series the Fund, including investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Seriesthe Fund. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. Xxxxxxxx Xxxxxxxx will be responsible for placing purchase and sale orders for investments and for other related transactions. Xxxxxxxx Xxxxxxxx will provide services under this agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's Prospectuses. (b) Xxxxxxxx Xxxxxxxx agrees that that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on, on behalf of any Seriesthe Fund, Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio effect securities to and from transactions with brokers and dealers who provide the Series Fund with research, analysis, advice and similar services, and Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for brokerage and research services and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx and its affiliates to such Series Fund and its other clients and that the total commissions or spreads paid by such Series Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Xxxxxxxx Xxxxxxxx or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by Xxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for a Seriesthe Fund. (c) Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series the Fund and will furnish the Board with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation Fund upon request by the CorporationFund. 2 (d) Xxxxxxxx Xxxxxxxx will oversee the computation of the net asset value and net income of the Fund as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto ('Registration Statement') or as more frequently requested by the Board. (e) Xxxxxxxx Xxxxxxxx will assist in administering the affairs of the Fund, subject to the supervision of the Board and PaineWebber, and further subject to the following understandings: (i) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operation of the Fund except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of affairs of the Fund. (ii) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative and clerical personnel (including officers of the Fund) as are reasonably deemed necessary or advisable by the Board and PaineWebber and Xxxxxxxx Xxxxxxxx will pay the salaries of all such personnel. (iii) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund. (iv) Xxxxxxxx Xxxxxxxx will arrange, but not pay for, the periodic preparation, updating, filing and dissemination (as applicable) of the Fund's Registration Statement, proxy material, tax returns and reports to shareholders of the Fund, the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (v) Xxxxxxxx Xxxxxxxx will provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Subject to the supervision of the Board of Directors ("Board") and PaineWebber, Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series including investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Series. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on, on behalf of any Series, Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Xxxxxxxx Xxxxxxxx or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Xxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation recognizes that in some cases this procedure may adversely affect the results obtained for a Series. (c) Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series and will furnish the Board with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation are the property of the Corporation, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Corporation and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation any records which it maintains for the Corporation upon request by the Corporation.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Subject to the supervision of the Board of Directors ("Board") and PaineWebber, Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series including investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Series. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on, on behalf of any each Series, Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Xxxxxxxx Xxxxxxxx or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by Xxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for a Series. (c) Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series and will furnish the Board with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation Trust upon request by the CorporationTrust.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Subject to the supervision of the Board of Directors ("Board") and PaineWebber, Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series the Fund, including investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Seriesthe Fund. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. Xxxxxxxx Xxxxxxxx will be responsible for placing purchase and sale orders for investments and for other related transactions. Xxxxxxxx Xxxxxxxx will provide services under this agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's Prospectuses. (b) Xxxxxxxx Xxxxxxxx agrees that that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on, on behalf of any Seriesthe Fund, Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio effect securities to and from transactions with brokers and dealers who provide the Series Fund with research, analysis, advice and similar services, and Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for brokerage and research services and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx and its affiliates to such Series Fund and its other clients and that the total commissions or spreads paid by such Series Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Xxxxxxxx Xxxxxxxx or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by Xxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for a Seriesthe Fund. (c) Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series the Fund and will furnish the Board with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation Fund upon request by the CorporationFund. (d) Xxxxxxxx Xxxxxxxx will oversee the computation of the net asset value and net income of the Fund as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto ("Registration Statement") or as more frequently requested by the Board. (e) Xxxxxxxx Xxxxxxxx will assist in administering the affairs of the Fund, subject to the supervision of the Board and PaineWebber, and further subject to the following understandings: (i) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operation of the Fund except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of affairs of the Fund. (ii) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative and clerical personnel (including officers of the Fund) as are reasonably deemed necessary or advisable by the Board and PaineWebber and Xxxxxxxx Xxxxxxxx will pay the salaries of all such personnel. (iii) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund. (iv) Xxxxxxxx Xxxxxxxx will arrange, but not pay for, the periodic preparation, updating, filing and dissemination (as applicable) of the Fund's Registration Statement, proxy material, tax returns and reports to shareholders of the Fund, the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (v) Xxxxxxxx Xxxxxxxx will provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items.

Services and Duties of Xxxxxxxx Xxxxxxxx. (a) Subject to the supervision of the Board of Directors Trustees ("'Board"') and PaineWebber, Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each Series the Fund, including investment research and management with respect to all securities, investments and cash equivalents held in the portfolio of each Seriesthe Fund. Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. Xxxxxxxx Xxxxxxxx will be responsible for placing purchase and sale orders for investments and for other related transactions. Xxxxxxxx Xxxxxxxx will provide services under this agreement in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's Prospectuses. (b) Xxxxxxxx Xxxxxxxx agrees that that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on, on behalf of any Seriesthe Fund, Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio effect securities to and from transactions with brokers and dealers who provide the Series Fund with research, analysis, advice and similar services, and Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for brokerage and research services and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of Xxxxxxxx Xxxxxxxx and its affiliates to such Series the Fund and its other clients and that the total commissions or spreads paid by such Series the Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to PaineWebber, Xxxxxxxx Xxxxxxxx or any affiliated affiliate person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever Xxxxxxxx Xxxxxxxx , or any simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by Xxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for a Seriesthe Fund. (c) Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series the Fund and will furnish the Board with such periodic and special reports as PaineWebber or the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation Fund upon request by the CorporationFund. (d) Xxxxxxxx Xxxxxxxx will oversee the computation of the net asset value and net income of the Fund as described in the currently effective registration statement of the Fund under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto ('Registration Statement') or as more frequently requested by the Board. (e) Xxxxxxxx Xxxxxxxx will assist in administering the affairs of the Fund, subject to the supervision of the Board and PaineWebber, and further subject to the following understandings: (i) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operation of the Fund except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of affairs of the Fund. (ii) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative and clerical personnel (including officers of the Fund) as are reasonably deemed necessary or advisable by the Board and PaineWebber and Xxxxxxxx Xxxxxxxx will pay the salaries of all such personnel. (iii) Xxxxxxxx Xxxxxxxx will provide the Fund with such administrative and clerical services as are reasonably deemed necessary or advisable by the Board and PaineWebber, including the maintenance of certain of the books and records of the Fund. (iv) Xxxxxxxx Xxxxxxxx will arrange, but not pay for, the periodic preparation, updating, filing and dissemination (as applicable) of the Fund's Regitration Statement, proxy material, tax returns and reports to shareholders of the Fund, the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (v) Xxxxxxxx Xxxxxxxx will provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items.