Common use of Client Transactions Clause in Contracts

Client Transactions. (a) Orders for the purchase of Fund Shares shall be executed at the then current public offering price per share (i.e., the net asset value per share plus the applicable sales charge, if any) and all orders for the redemption of any Fund Shares shall be executed at the net asset value per share less the applicable deferred sales charge, redemption fee or similar charge or fee, if any. Specifically, orders to purchase and redeem shares of the Fund received by UBS-FS from clients prior to 4:00 p.m. Eastern Time on any day that the Fund is open for business (“Day 1”) will be transmitted to the Fund or the transfer agent for the Fund (the “TA”) no later than 9:00 a.m. Eastern Time on the next day that the Fund is open for business (“Day 2”) (such purchases and redemptions are referred to as “Day 1 Trades”). Orders to purchase and redeem shares of the Fund received by UBS-FS from clients after 4:00 p.m. Eastern Time on Day 1, but prior to 4:00 p.m. Eastern Time on Day 2, will be transmitted to the Fund or the TA no later than 9:00 a.m. Eastern Time on the second day that the Fund is open for business following Day 1 (such purchases and redemptions are referred to as “Day 2 Trades”). Day 1 Trades will be effected at the net asset value of the Fund’s Shares calculated as of the close of business on Day 1, and Day 2 Trades will be effected as of the close of business on Day 2. UBSTCPR agrees that, consistent with the foregoing, Day 1 Trades will have been received by the Fund or the TA prior to the close of business on Day 1 for all purposes, including without limitation, effecting distributions. (b) UBSTCPR understands that UBS-FS has in place a sales policy with respect to Class B and Class C shares of all funds it offers for sale that, among other things: (i) prohibits soliciting or recommending Class B share purchases in the amount of $50,000 to $249,999; (ii) requires that any unsolicited Class B share purchases in the amount of $50,000 to $249,999 be accompanied by an executed client disclosure letter; and (iii) prohibits single Class B share purchases in the amount of $250,000 or more, whether solicited or unsolicited; (iii) prohibits selling or recommending Class C share purchases in the amount of $1,000,000 or at such breakpoint where Class A shares are offered at NAV or in circumstances where another share class is more suitable based on the client’s anticipated holding period. UBSTCPR understands and agrees that UBS-FS may, from time to time, implement additional internal compliance policies that may affect, among other things, the sale of the Shares covered hereunder. Notwithstanding any provision to the contrary, written notice of such policies and procedures will be deemed to be adequate notice to UBSTCPR without further requirement that UBSTCPR approve or agree to such policies or restrictions. (c) In the event that UBSTCPR detects trading patterns that it believes indicate that one or more clients are engaged in market timing activities and so notifies UBS- FS, or if UBS-FS detects such trading patterns, UBS-FS will take reasonable steps to assist UBSTCPR in deterring such market timing activity. UBSTCPR acknowledges that (i) UBS-FS has adopted policies and procedures that are reasonably designed to prohibit financial advisors from engaging in or facilitating market timing or excessive trading in mutual funds and (ii) unless otherwise agreed to in writing by both parties, UBS-FS is not obligated to monitor customer trading activity pursuant to the Fund’s market timing policies. If UBS-FS detects a pattern of purchases, redemptions and/or exchanges of Shares that appears to evidence market timing, UBS-FS shall promptly notify UBSTCPR in writing of such pattern. UBS-FS shall monitor purchases, redemptions and exchanges based on UBS-FS’ determination, in its sole discretion, of the definition of market timing. For the avoidance of doubt, this paragraph 2(c) shall not apply to trading in the Programs. While UBS-FS will monitor for market timing pursuant to its own parameters, the parties acknowledge that UBS-FS provides UBSTCPR with sufficient information to apply its own market timing surveillance and that the ultimate responsibility for market timing monitoring is each Fund’s. (d) UBS-FS agrees to provide certain information on the books and records of UBS-FS to UBSTCPR solely for the purpose of facilitating each Fund’s compliance with SEC Rule 22c-2 under the 1940 Act (“Rule 22c-2”). UBSTCPR acknowledges and agrees that UBS-FS will only provide such information regarding a client that UBS-FS is permitted to provide without client consent under applicable laws, rules and regulations. If the requested information is not on the books and records of UBS-FS, UBS-FS agrees to (i) provide or arrange to provide to UBSTCPR the requested information from shareholders who hold an account with an Indirect Intermediary (as defined below); or (ii) if directed by UBSTCPR, block further purchases of Fund Shares from such Indirect Intermediary. In such instance, UBS-FS agrees to inform UBSTCPR whether it plans to perform action (i) or (ii). Communications delivered pursuant to this Section 2(d) must be in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to UBSTCPR shall be consistent with the NSCC Standardized Data Reporting Format. Such requests shall set forth the specific period for which transaction information is sought; however, such period may not extend earlier than one year from the date of request. UBSTCPR shall not request transaction information more frequently than quarterly except where an account has experienced unusual levels or patterns of volatility that appear to be inconsistent with the Fund’s established policies. UBSTCPR shall refrain from making unduly costly or burdensome requests pursuant to this Section 2(d). UBSTCPR shall not use the information received from UBS-FS for any purpose other than to comply with Rule 22c-2, and such other applicable laws, rules and regulations. UBS-FS and UBSTCPR agree to amend this Section 2(d) to the extent necessary to conform with Rule 22c-2, as amended from time to time. For purposes of this Section 2(d), an “Indirect Intermediary” shall have the same meaning as in Rule 22c-2. UBSTCPR agrees to cause each Fund to reimburse UBS-FS for reasonable costs associated with complying with such requests.

Client Transactions. (a) Orders for the purchase of Fund Shares shall be executed at the then current public offering price per share (i.e., the net asset value per share plus the applicable sales charge, if any) and all orders for the redemption of any Fund Shares shall be executed at the net asset value per share less the applicable deferred sales charge, redemption fee or similar charge or fee, if any. Specifically, orders to purchase and redeem shares of the Fund Funds received by UBS-FS from clients Clients prior to 4:00 p.m. Eastern Time on any day that the Fund is Funds are open for business (“Day 1”) will be transmitted to the Fund Funds or the transfer agent TA for the Fund (the “TA”) Funds no later than 9:00 8:30 a.m. Eastern Time on the next day that the Fund is Funds are open for business (“Day 2”) (such purchases and redemptions are referred to as “Day 1 Trades”). Orders to purchase and redeem shares of the Fund Funds received by UBS-FS from clients Clients after 4:00 p.m. Eastern Time on Day 1, but prior to 4:00 p.m. Eastern Time on Day 2, will be transmitted to the Fund Funds or the TA no later than 9:00 8:30 a.m. Eastern Time on the second day that the Fund is open for business following Day 1 (such 1(such purchases and redemptions are referred to as “Day 2 Trades”). Day 1 Trades will be effected at the net asset value of the each Fund’s Shares calculated as of the close of business on Day onDay 1, and Day 2 Trades will be effected as of the close of business on Day 2. UBSTCPR Distributor agrees that, consistent with the foregoing, Day 1 Trades will have been received by the Fund Funds or the TA prior to the close of business on Day 1 for all purposes, including without limitation, effecting distributions. (b) UBSTCPR Distributor understands that UBS-FS has in place a sales policy with respect to Class B and Class C shares of all funds it offers for sale Funds that, among other things: things (i) prohibits soliciting or recommending Class B share purchases in the amount of $50,000 to $249,999; (ii) requires that any unsolicited Class B share purchases in the amount of $50,000 to $249,999 be accompanied by an executed client disclosure letter; and (iii) prohibits single Class B share purchases in the amount of $250,000 or more, whether solicited or unsolicited; (iii) prohibits selling or recommending Class C share purchases in the amount of $1,000,000 or at such breakpoint where Class A shares are offered at NAV or in circumstances where another share class is more suitable based on the client’s anticipated holding period. UBSTCPR Distributor understands and agrees that UBS-FS may, from time to time, implement additional internal compliance policies that may affect, among other things, the sale of the Shares Funds and/or shares covered hereunder. Notwithstanding any provision to the contrary, written notice of such policies and procedures will be deemed to be adequate notice to UBSTCPR Distributor without further requirement that UBSTCPR Distributor approve or agree to such policies or restrictions. (c) In the event that UBSTCPR detects Distributor or the Funds detect trading patterns that it believes they believe indicate that one or more clients Clients are engaged in market timing activities and so notifies UBS- FS, or if notify UBS-FS detects such trading patternsFS, UBS-FS will take reasonable steps to assist UBSTCPR Distributor and the Funds in deterring such market timing activity. UBSTCPR Distributor acknowledges that (i) UBS-FS UBS has adopted policies and procedures that are reasonably designed to prohibit financial advisors advisor from engaging in or facilitating market timing or excessive trading in mutual funds and (ii) unless otherwise agreed to in writing by both parties, UBS-FS UBS is not obligated to monitor customer trading activity pursuant to the Fund’s market timing policies. If UBS-FS detects a pattern of purchases, redemptions and/or exchanges of Shares shares that appears to evidence market timing, UBS-FS shall promptly notify UBSTCPR Distributor and the Funds in writing of such pattern. UBS-FS shall monitor purchases, redemptions Distributor and exchanges based on UBSthe Funds acknowledge that USB-FS’ determination; determine, in its sole discretion, of the definition of market timing. For the avoidance of doubt, doubt this paragraph 2(c) shall not apply to trading in the Programs. While UBS-FS will monitor for market timing pursuant to its own parameters, the parties acknowledge that UBS-FS provides UBSTCPR the Distributor and the Funds with sufficient information to apply its their own market timing surveillance and that the ultimate responsibility for market timing monitoring is each Fund’sthe Funds. (d) UBS-FS agrees to provide certain information on the books and records of UBS-FS to UBSTCPR the Distributor and Funds solely for the purpose of facilitating each Fundthe Distributor’s and Funds’ compliance with SEC Rule 22c-2 under the 1940 Act (“Rule 22c-2”). UBSTCPR acknowledges The Distributor and agrees Funds acknowledge and agree that UBS-FS will only provide such information regarding a client Client that UBS-FS is permitted to provide without client Client consent under applicable laws, rules and regulations. If the requested information is not on the books and records of UBS-FS, UBS-FS agrees to (i) provide or arrange to provide to UBSTCPR the Fund the requested information from shareholders who hold an account with an Indirect Intermediary (as defined below)Intermediary; or (ii) if directed by UBSTCPRthe Distributor or the Funds, block further purchases of Fund Shares from such Indirect Intermediary. In such instance, UBS-FS agrees to inform UBSTCPR the Distributor and the Funds whether it plans to perform action (i) or (ii). Communications delivered pursuant to this Section 2(d) must be in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to UBSTCPR the Distributor and the Funds shall be consistent with the NSCC Standardized Data Reporting Format. Such requests shall set forth the specific period for which transaction information is sought; however, such period may not extend earlier than one year from the date of request. UBSTCPR The Distributor and Funds shall not request transaction information more frequently than quarterly except where an account has experienced unusual levels or patterns of volatility that appear to be inconsistent with the Fund’s Funds’ established policies. UBSTCPR The Distributor and the Funds shall refrain from making unduly costly or burdensome requests pursuant to this Section 2(d). UBSTCPR The Funds shall not use the information received from UBS-FS for any purpose other than to comply with Rule 22c-2, and such other applicable laws, rules and regulations. UBS-FS FS, the Distributor and UBSTCPR the Funds agree to amend this Section 2(d) to the extent necessary to conform with Rule 22c-2, as amended from time to time. For purposes of this Section 2(d), an “Indirect Intermediary” shall have the same meaning as in Rule 22c-2. UBSTCPR agrees to cause each Fund The Funds agree to reimburse UBS-FS for reasonable costs associated with complying with such requests.

Client Transactions. (a) Orders for the purchase of Fund Shares shall be executed at the then current public offering price per share (i.e., the net asset value per share plus the applicable sales charge, if any) and all orders for the redemption of any Fund Shares shall be executed at the net asset value per share less the applicable deferred sales charge, redemption fee or similar charge or fee, if any. Specifically, orders to purchase and redeem shares of the Fund received by UBS-FS from clients prior to 4:00 p.m. Eastern Time on any day that the Fund is open for business (“Day 1”) will be transmitted to the Fund or the transfer agent for the Fund (the “TA”) no later than 9:00 a.m. Eastern Time on the next day that the Fund is open for business (“Day 2”) (such purchases and redemptions are referred to as “Day 1 Trades”). Orders to purchase and redeem shares of the Fund received by UBS-FS from clients after 4:00 p.m. Eastern Time on Day 1, but prior to 4:00 p.m. Eastern Time on Day 2, will be transmitted to the Fund or the TA no later than 9:00 a.m. Eastern Time on the second day that the Fund is open for business following Day 1 (such purchases and redemptions are referred to as “Day 2 Trades”). Day 1 Trades will be effected at the net asset value of the Fund’s Shares calculated as of the close of business on Day 1, and Day 2 Trades will be effected as of the close of business on Day 2. UBSTCPR agrees that, consistent with the foregoing, Day 1 Trades will have been received by the Fund or the TA prior to the close of business on Day 1 for all purposes, including without limitation, effecting distributions. (b) UBSTCPR understands that UBS-FS has in place a sales policy with respect to Class B and Class C shares of all funds it offers for sale that, among other things: (i) prohibits soliciting or recommending Class B share purchases in the amount of $50,000 to $249,999; (ii) requires that any unsolicited Class B share purchases in the amount of $50,000 to $249,999 be accompanied by an executed client disclosure letter; and (iii) prohibits single Class B share purchases in the amount of $250,000 or more, whether solicited or unsolicited; (iii) prohibits selling or recommending Class C share purchases in the amount of $1,000,000 or at such breakpoint where Class A shares are offered at NAV or in circumstances where another share class is more suitable based on the client’s anticipated holding period. UBSTCPR understands and agrees that UBS-FS may, from time to time, implement additional internal compliance policies that may affect, among other things, the sale of the Shares covered hereunder. Notwithstanding any provision to the contrary, written notice of such policies and procedures will be deemed to be adequate notice to UBSTCPR without further requirement that UBSTCPR approve or agree to such policies or restrictions. (c) In the event that UBSTCPR detects trading patterns that it believes indicate that one or more clients are engaged in market timing activities and so notifies UBS- FS, or if UBS-FS detects such trading patterns, UBS-FS will take reasonable steps to assist UBSTCPR in deterring such market timing activity. UBSTCPR acknowledges that (i) UBS-FS has adopted policies and procedures that are reasonably designed to prohibit financial advisors from engaging in or facilitating market timing or excessive trading in mutual funds and (ii) unless otherwise agreed to in writing by both parties, UBS-FS is not obligated to monitor customer trading activity pursuant to the Fund’s market timing policies. If UBS-FS detects a pattern of purchases, redemptions and/or exchanges of Shares that appears to evidence market timing, UBS-FS shall promptly notify UBSTCPR in writing of such pattern. UBS-FS shall monitor purchases, redemptions and exchanges based on UBS-FS’ determination, in its sole discretion, of the definition of market timing. For the avoidance of doubt, this paragraph 2(c) shall not apply to trading in the Programs. While UBS-FS will monitor for market timing pursuant to its own parameters, the parties acknowledge that UBS-FS provides UBSTCPR with sufficient information to apply its own market timing surveillance and that the ultimate responsibility for market timing monitoring is each Fund’s. (d) UBS-FS agrees to provide certain information on the books and records of UBS-FS to UBSTCPR solely for the purpose of facilitating each Fund’s compliance with SEC Rule 22c-2 under the 1940 Act (“Rule 22c-2”). UBSTCPR acknowledges and agrees that UBS-FS will only provide such information regarding a client that UBS-FS is permitted to provide without client consent under applicable laws, rules and regulations. If the requested information is not on the books and records of UBS-FS, UBS-FS agrees to (i) provide or arrange to provide to UBSTCPR the requested information from shareholders who hold an account with an Indirect Intermediary (as defined below); or (ii) if directed by UBSTCPR, block further purchases of Fund Shares from such Indirect Intermediary. In such instance, UBS-FS agrees to inform UBSTCPR whether it plans to perform action (i) or (ii). Communications delivered pursuant to this Section 2(d) must be in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to UBSTCPR shall be consistent with the NSCC Standardized Data Reporting Format. Such requests shall set forth the specific period for which transaction information is sought; however, such period may not extend earlier than one year from the date of request. UBSTCPR shall not request transaction information more frequently than quarterly except where an account has experienced unusual levels or patterns of volatility that appear to be inconsistent with the Fund’s established policies. UBSTCPR shall refrain from making unduly costly or burdensome requests pursuant to this Section 2(d). UBSTCPR shall not use the information received from UBS-FS for any purpose other than to comply with Rule 22c-2, and such other applicable laws, rules and regulations. UBS-FS and UBSTCPR agree to amend this Section 2(d) to the extent necessary to conform with Rule 22c-2, as amended from time to time. For purposes of this Section 2(d), an “Indirect Intermediary” shall have the same meaning as in Rule 22c-2. UBSTCPR agrees to cause each Fund to reimburse UBS-FS for reasonable costs associated with complying with such requests.

Client Transactions. (a) Orders for the purchase of Fund Shares shall be executed at the then current public offering price per share (i.e., the net asset value per share plus the applicable sales charge, if any) and all orders for the redemption of any Fund Shares shall be executed at the net asset value per share less the applicable deferred sales charge, redemption fee or similar charge or fee, if any. Specifically, orders to purchase and redeem shares of the Fund Funds received by UBS-FS from clients Clients prior to 4:00 p.m. Eastern Time on any day that the Fund is Funds are open for business (“Day 1”) will be transmitted to the Fund Funds or the transfer agent TA for the Fund (the “TA”) Funds no later than 9:00 a.m. Eastern Time on the next day that the Fund is Funds are open for business (“Day 2”) (such purchases and redemptions are referred to as “Day 1 Trades”). Orders to purchase and redeem shares of the Fund Funds received by UBS-FS from clients Clients after 4:00 p.m. Eastern Time on Day 1, but prior to 4:00 p.m. Eastern Time on Day 2, will be transmitted to the Fund Funds or the TA no later than 9:00 a.m. Eastern Time on the second day that the Fund is open for business following Day 1 (such purchases and redemptions are referred to as “Day 2 Trades”). Day 1 Trades will be effected at the net asset value of the each Fund’s 's Shares calculated as of the close of business on Day 1, and Day 2 Trades will be effected as of the close of business on Day 2. UBSTCPR Distributor agrees that, consistent with the foregoing, Day 1 Trades will have been received by the Fund Funds or the TA prior to the close of business on Day 1 for all purposes, including without limitation, effecting distributions. (b) UBSTCPR . Distributor understands that UBS-FS has in place a sales policy with respect to Class B and Class C shares of all funds it offers for sale Funds that, among other things: (i) prohibits soliciting or recommending Class B share purchases in the amount of $50,000 to $249,999; (ii) requires that any unsolicited Class B share purchases in the amount of $50,000 to $249,999 be accompanied by an executed client disclosure letter; and (iii) prohibits single Class B share purchases in the amount of $250,000 or more, whether solicited or unsolicited; (iii) prohibits selling or recommending Class C share purchases in the amount of $1,000,000 or at such breakpoint where Class A shares are offered at NAV or in circumstances where another share class is more suitable based on the client’s anticipated holding period. UBSTCPR Distributor understands and agrees that UBS-FS may, from time to time, implement additional internal compliance policies that may affect, among other things, the sale of the Shares Funds and/or shares covered hereunder. Notwithstanding any provision to the contrary, written notice of such policies and procedures will be deemed to be adequate notice to UBSTCPR Distributor without further requirement that UBSTCPR Distributor approve or agree to such policies or restrictions. (c) . In the event that UBSTCPR detects Distributor or the Funds detect trading patterns that it believes they believe indicate that one or more clients Clients are engaged in market timing activities and so notifies UBS- FS, or if notify UBS-FS detects such trading patternsFS, UBS-FS will take reasonable steps to assist UBSTCPR Distributor and the Funds in deterring such market timing activity. UBSTCPR acknowledges that (i) UBS-FS has adopted policies agrees to comply with any restrictions and procedures that are reasonably designed limitations on purchases, redemptions and exchanges described in the Prospectus, including any restrictions or prohibitions relating to prohibit financial advisors from engaging in or facilitating frequent purchases and redemptions (i.e market timing or excessive trading in mutual funds timing) and (ii) unless otherwise agreed to in writing by both parties, UBS-FS is not obligated to monitor customer trading activity pursuant to the Fund’s market timing policiesany share purchase eligibility requirements. If UBS-FS detects a pattern of purchases, redemptions and/or exchanges of Shares shares that appears to evidence market timing, UBS-FS shall promptly notify UBSTCPR Distributor and the Funds in writing of such pattern. To the extent that the Prospectus is ambiguous regarding the actions that constitute market timing, Distributor and the Funds acknowledge that UBS-FS shall monitor purchases, redemptions and exchanges based on UBS-FS’ determination, in its sole discretion, of the definition of market timing. For the avoidance of doubt, this paragraph 2(c) shall not apply to trading in the Programs. While UBS-FS will monitor for market timing pursuant to its own parameters, the parties acknowledge that UBS-FS provides UBSTCPR with sufficient information to apply its own market timing surveillance and that the ultimate responsibility for market timing monitoring is each Fund’s. (d) UBS-FS agrees to provide certain information on the books and records of UBS-FS to UBSTCPR solely for the purpose of facilitating each Fund’s compliance with SEC Rule 22c-2 under the 1940 Act (“Rule 22c-2”). UBSTCPR acknowledges and agrees that UBS-FS will only provide such information regarding a client that UBS-FS is permitted to provide without client consent under applicable laws, rules and regulations. If the requested information is not on the books and records of UBS-FS, UBS-FS agrees to (i) provide or arrange to provide to UBSTCPR the requested information from shareholders who hold an account with an Indirect Intermediary (as defined below); or (ii) if directed by UBSTCPR, block further purchases of Fund Shares from such Indirect Intermediary. In such instance, UBS-FS agrees to inform UBSTCPR whether it plans to perform action (i) or (ii). Communications delivered pursuant to this Section 2(d) must be in writing and in a format mutually agreed upon by the parties; and to the extent practicable, the format for any transaction information provided to UBSTCPR shall be consistent with the NSCC Standardized Data Reporting Format. Such requests shall set forth the specific period for which transaction information is sought; however, such period may not extend earlier than one year from the date of request. UBSTCPR shall not request transaction information more frequently than quarterly except where an account has experienced unusual levels or patterns of volatility that appear to be inconsistent with the Fund’s established policies. UBSTCPR shall refrain from making unduly costly or burdensome requests pursuant to this Section 2(d). UBSTCPR shall not use the information received from UBS-FS for any purpose other than to comply with Rule 22c-2, and such other applicable laws, rules and regulations. UBS-FS and UBSTCPR agree to amend this Section 2(d) to the extent necessary to conform with Rule 22c-2, as amended from time to time. For purposes of this Section 2(d), an “Indirect Intermediary” shall have the same meaning as in Rule 22c-2. UBSTCPR agrees to cause each Fund to reimburse UBS-FS for reasonable costs associated with complying with such requests.

Client Transactions. (a) Orders for the purchase of Fund Shares shall be executed at the then current public offering price per share (i.e., the net asset value per share plus the applicable sales charge, if any) and all orders for the redemption of any Fund Shares shall be executed at the net asset value per share less the applicable deferred sales charge, redemption fee or similar charge or fee, if any. Specifically, orders to purchase and redeem shares of the Fund Funds received by UBS-FS from clients prior to 4:00 p.m. Eastern Time on any day that the Fund is Funds are open for business (“Day 1”) will be transmitted to the Fund Funds or the transfer agent for the Fund Transfer Agent (the “TA”) for the Funds no later than 9:00 8:30 a.m. Eastern Time on the next day that the Fund is Funds are open for business (“Day 2”) (such purchases and redemptions are referred to as “Day 1 Trades”). Orders to purchase and redeem shares of the Fund Funds received by UBS-FS from clients after 4:00 p.m. Eastern Time on Day 1, but prior to 4:00 p.m. Eastern Time on Day 2, will be transmitted to the Fund Funds or the TA no later than 9:00 8:30 a.m. Eastern Time on the second day that the Fund is open for business following Day 1 (such purchases and redemptions are referred to as “Day 2 Trades”). Day 1 Trades will be effected affected at the net asset value of the each Fund’s Shares calculated as of the close of business on Day 1, and Day 2 Trades will be effected affected as of the close of business on Day 2. UBSTCPR Distributor agrees that, consistent with the foregoing, Day 1 Trades will have been received by the Fund Funds or the TA prior to the close of business on Day 1 for all purposes, including without limitation, effecting distributions. For the avoidance of doubt, purchases and redemptions of Clean Shares will be made at the net asset value established by the relevant Fund (before imposition of any commission). (b) UBSTCPR understands that UBS-FS has in place a sales policy with respect to Class B and Class C shares of all funds it offers for sale that, among other things: (i) prohibits soliciting or recommending Class B share purchases in the amount of $50,000 to $249,999; (ii) requires that any unsolicited Class B share purchases in the amount of $50,000 to $249,999 be accompanied by an executed client disclosure letter; and (iii) prohibits single Class B share purchases in the amount of $250,000 or more, whether solicited or unsolicited; (iii) prohibits selling or recommending Class C share purchases in the amount of $1,000,000 or at such breakpoint where Class A shares are offered at NAV or in circumstances where another share class is more suitable based on the client’s anticipated holding period. UBSTCPR Distributor understands and agrees that UBS-FS may, from time to time, implement additional internal compliance policies that may affect, among other things, the sale of the Shares Funds and/or shares covered hereunder. Notwithstanding any provision to the contrary, written notice of such policies and procedures will be deemed to be adequate notice to UBSTCPR Distributor without further requirement that UBSTCPR Distributor approve or agree to such policies or restrictions. (c) In the event that UBSTCPR detects Adviser or Distributor detect trading patterns in the Funds that it believes they believe indicate that one or more clients are engaged in market timing activities and so notifies UBS- FS, or if notify UBS-FS detects such trading patternsFS, UBS-FS will take reasonable steps to assist UBSTCPR Adviser, Distributor or the Funds in deterring such market timing activity. UBSTCPR Distributor acknowledges that (i) UBS-FS has adopted policies and procedures that are reasonably designed to prohibit financial advisors from engaging in or facilitating market timing or excessive trading in mutual funds and (ii) unless otherwise agreed to in writing by both partiesParties, UBS-FS is not obligated to monitor customer trading activity pursuant to the Fund’s market timing policies. If UBS-FS detects a pattern of purchases, redemptions and/or exchanges of Shares shares that appears to evidence market timing, UBS-FS shall promptly notify UBSTCPR Distributor in writing of such pattern. Distributor acknowledges that UBS-FS shall monitor purchases, redemptions and exchanges based on UBS-FS’ determination, in its sole discretion, of the definition of market timing. For the avoidance of doubt, this paragraph 2(c) shall not apply to trading in the Programs. While UBS-FS will monitor for market timing pursuant to its own parameters, the parties Parties acknowledge that UBS-FS provides UBSTCPR the Distributor with sufficient information to apply its their own market timing surveillance and that the ultimate responsibility for market timing monitoring is each Fund’sthe Funds’. (d) UBS-FS agrees to provide certain information on the books and records of UBS-FS to UBSTCPR the Distributor solely for the purpose of facilitating each Fundthe Distributor’s and Funds’ compliance with SEC Rule 22c-2 under the 1940 Act (“Rule 22c-2”). UBSTCPR The Distributor acknowledges and agrees that UBS-FS will only provide such information regarding a client that UBS-FS is permitted to provide without client consent under applicable laws, rules rules, and regulations. If the requested information is not on the books and records of UBS-FS, UBS-FS agrees to (i) provide or arrange to provide to UBSTCPR the Distributor the requested information from shareholders who hold an account with an Indirect Intermediary (as defined below)Intermediary; or (ii) if directed by UBSTCPRthe Distributor, block further purchases of Fund Shares from such Indirect Intermediary. In such instance, UBS-FS agrees to inform UBSTCPR the Distributor and the Funds whether it plans to perform action (i) or (ii). Communications delivered pursuant to this Section 2(d) must be in writing and in a format mutually agreed upon by the partiesParties; and to the extent practicable, the format for any transaction information provided to UBSTCPR the Distributor and the Funds shall be consistent with the NSCC Standardized Data Reporting Format. Such requests shall set forth the specific period for which transaction information is sought; however, such period may not extend earlier than one year from the date of request. UBSTCPR The Distributor shall not request transaction information more frequently than quarterly except where an account has experienced unusual levels or patterns of volatility that appear to be inconsistent with the FundDistributor’s or the Funds’ established policies. UBSTCPR The Distributor shall refrain from making unduly costly or burdensome requests pursuant to this Section 2(d). UBSTCPR The Distributor and the Funds shall not use the information received from UBS-FS for any purpose other than to comply with Rule 22c-2, and such other applicable laws, rules rules, and regulations. UBS-FS FS, the Distributor and UBSTCPR the Funds agree to amend this Section 2(d) to the extent necessary to conform with Rule 22c-2, as amended from time to time. For purposes of this Section 2(d), an “Indirect Intermediary” shall have the same meaning as in Rule 22c-2. UBSTCPR The Distributor agrees to cause each Fund to reimburse UBS-FS for reasonable costs associated with complying with such requests.