Common use of Duration and Termination Clause in Contracts

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective with respect to each Sub-Adviser upon the later of the date first above hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove written; provided, provided however, that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Trust's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from when required by the SEC without a vote of the Portfolio’s outstanding voting securities▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect for until two years from after its effective datedate determined in 11(a). Thereafter, if not terminated, with respect to each Fund, this Agreement Contract shall continue automatically for successive periods of not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfoliothat Fund. (c) Notwithstanding the foregoing, with respect to the Trust or any Sub-Adviser(s), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Trust on 30 days sixty days' written notice to the such Sub-Adviser. This Agreement may also be terminated, without Adviser(s); or (ii) by the payment of any penalty, by UBS Global AM; (i) upon 120 days Adviser on sixty days' written notice to the such Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this AgreementAdviser(s); or (iii) immediately if, in the reasonable judgment of UBS Global AM, the by a Sub-Adviser becomes unable on sixty days' written notice to discharge its the Trust. Should this Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and obligations under this Agreement, including circumstances responsibilities of such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement at Contract with respect to one Sub-Adviser(s) shall not affect the continued effectiveness of this Contract with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMremaining Sub-Adviser(s). This Agreement Contract will automatically terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolioassignment.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective with respect to each Sub-Adviser upon the later of the date first above hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove written; provided, provided however, that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Trust's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from when required by the SEC without a vote of the Portfolio’s outstanding voting securities▇▇▇▇ ▇▇▇. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect for until two years from after its effective datedate determined in 11(a). Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Trust's Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioTrust. (c) Notwithstanding the foregoing, with respect to the Trust or any Sub-Adviser(s), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Fund's Board or by a vote of a majority of the outstanding voting securities of the Portfolio Trust on 30 days sixty days' written notice to the such Sub-Adviser. This Agreement may also be terminated, without Adviser(s); or (ii) by the payment of any penalty, by UBS Global AM; (i) upon 120 days Adviser on sixty days' written notice to the such Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this AgreementAdviser(s); or (iii) immediately if, in the reasonable judgment of UBS Global AM, the by a Sub-Adviser becomes unable on sixty days' written notice to discharge its the Trust. Should this Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and obligations under this Agreement, including circumstances responsibilities of such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement at Contract with respect to one or more Sub-Adviser(s) shall not affect the continued effectiveness of this Contract with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMremaining Sub-Adviser(s). This Agreement Contract will automatically terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolioassignment.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenwritten above, provided that that, with respect to any class of Shares of a Series, this Agreement Contract shall not take effect unless it such action has first been approved (i) by vote of a majority of the Board and by vote of a majority of those trustees of the Trust Board members who are not parties to this Agreement or interested persons of the Fund and, for a class of Shares for which a Plan of Distribution has been adopted, who also have no direct or indirect financial interest in the operation of the Plan of Distribution or in any agreements related thereto (all such party (“Board members collectively being referred to herein as the "Independent Trustees”Board Members"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesaction. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent TrusteesBoard Members, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to a class of Shares of any given Series by vote of a majority of the outstanding voting securities of the Portfoliothat class of Shares of such Series. (c) Notwithstanding the foregoing, with respect to a class of Shares of any Series this Agreement may be terminated at any time, without the payment of any penalty, by vote either party, upon the giving of 30 days' written notice. Such notice shall be deemed to have been given on the Board date it is received in writing by the other party or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviserany officer thereof. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement terminated at any time, without the payment of any penalty, by vote of the Board, by vote of a majority of the Independent Board Members or, with respect to a class of Shares of a Series, by vote of a majority of the outstanding voting securities of that class of Shares on 120 days 30 days' written notice to UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and PaineWebber. (d) Termination of this Agreement with respect to a class of Shares of any given Series shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other classes of Shares of that Series or any classes of Shares of any other Series. This Agreement will automatically terminate automatically in the event of its assignment or in the event that the Distribution Contract is terminated. (e) Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may terminate this Agreement with respect to a class of Shares of a Series without penalty, such termination to be effective upon the giving of written notice to PaineWebber in the event that the Plan of Distribution relating to that class of Shares is terminated or is amended to reduce the compensation payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ thereunder or in the event that the Registration Statement is amended so as to reduce the amount of compensation payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to that class of Shares under the Distribution Contract, provided that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ gives notice of termination pursuant to this provision within 90 days of such amendment or termination of the Investment Advisory Agreement, as it relates to this PortfolioPlan of Distribution or amendment of the Registration Statement.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above writtenhereof and, unless sooner terminated with respect to the Fund as provided that herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall not take continue in effect unless it has first been with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (ia) by the vote of a majority of the Trust’s Board of Trustees or a vote of a majority of those trustees the outstanding voting securities of the Trust Fund at the time outstanding and entitled to vote and (b) by the vote of a majority of the Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Sub-Advisor at any time, without the payment of any penalty, upon giving the Sub-Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Sub-Advisor), provided that such termination by the Trust or the Sub-Advisor shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the Board or by a vote holders of a majority of the outstanding voting securities of the Portfolio on 30 days written notice Fund entitled to the Sub-Adviser. This Agreement may also be terminatedvote, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach or by the Sub-Adviser of any of Sub-Advisor on 60 days’ written notice (which notice may be waived by the representations, warranties Trust and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties Advisor), and obligations under this Agreement, including circumstances such as financial insolvency will terminate automatically upon any termination of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Advisory Agreement at any time, without between the payment of any penalty, on 120 days written notice to UBS Global AMTrust and the Sub-Advisor. This Agreement will also immediately terminate automatically in the event of its assignment or upon termination assignment. (As used in this Agreement, the terms “majority of the Investment Advisory Agreement, as it relates to this Portfoliooutstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenwritten above, provided that that, with respect to any Series, this Agreement Contract shall not take effect unless it such action has first been approved (i) by vote of a majority of the Board and by vote of a majority of those trustees of the Trust Fund who are not parties to this Agreement or interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto (all such party (“trustees collectively being referred to herein as the "Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesaction. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years one year from its effective the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to any given Series by vote of a majority of the outstanding voting securities of the PortfolioClass B Shares of such Series. (c) Notwithstanding the foregoing, with respect to any Series this Agreement may be terminated at any time, without the payment of any penalty, by either party, upon the giving of 30 days' written notice. Such notice shall be deemed to have been given on the date it is received in writing by the other party or any officer thereof. This Agreement may also be terminated at any time, without the payment of any penalty, by vote of the Board Board, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio Class B Shares of such Series on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and PaineWebber. (id) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 Termination of this Agreement; or (iii) immediately if, Agreement with respect to any given Series shall in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely no way affect the Portfolio. The Sub-Adviser may terminate continued validity of this Agreement at or the performance thereunder with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMother Series. This Agreement will automatically terminate automatically in the event of its assignment or in the event that the Distribution Contract is terminated. (e) Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may terminate this Agreement without penalty, such termination to be effective upon the giving of written notice to PaineWebber in the event that the Plan is terminated or is amended to reduce the compensation payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ thereunder or in the event that the Registration Statement is amended so as to reduce the amount of compensation payable to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under the Distribution Contract, provided that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ gives notice of termination pursuant to this provision within 90 days of such amendment or termination of the Investment Advisory Agreement, as it relates to this PortfolioPlan or amendment of the Registration Statement.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above writtenEffective Date and, unless sooner terminated with respect to the Trust as provided that herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall not take continue in effect unless it has first been with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both: (i) by a the vote of a majority of those trustees the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days’ notice (which notice may be waived by vote of the Board Sub-Adviser), provided that such termination by the Trust shall be directed or approved by a the vote of a majority of the outstanding Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Portfolio Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 30 days 60 days’ written notice to the Sub-Adviser. This Agreement Trust and the Adviser (which notice may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach waived by the Sub-Trust or the Adviser on behalf of any of both the representations, warranties Trust and agreements set forth in Paragraph 7 of this Agreement; or the Adviser). (iiic) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will immediately terminate automatically in the event of its assignment or and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser. (d) As used in this Agreement, as it relates to the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act. (e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this PortfolioAgreement shall survive the termination of this Agreement.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall will become effective for each Fund upon its approval by the Trustees and by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund involved, the Agreement will become effective upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date first above writtenof each effectiveness, provided that this Agreement shall not take effect unless it has first been and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the ▇▇▇▇ ▇▇▇. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" will be construed in a manner consistent with the 1940 Act. (b) This Agreement may be terminated at any time, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days not more than 60 days' written notice to the Sub-Adviser, or by CSIM upon 90 days' written notice to Sub-Adviser. This In addition, this Agreement may also be terminated, with cause, by CSIM at any time, without the payment of any penaltypenalty by Fund Parties, by UBS Global AM; upon written notice to Sub-Adviser. As used herein, "with cause" means: (i) upon 120 days written notice to any material breach of the Agreement by Sub-Adviser; (ii) upon material breach any federal or state regulatory violation by the Sub-Adviser of any of the representations, warranties Adviser; and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, any material financial or other impairment that in the reasonable judgment of UBS Global AM, the CSIM impairs Sub-Adviser becomes unable Adviser's ability to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of perform the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioServices.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above written, provided that this Agreement written and shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast remain in person at a meeting called for the purpose of voting on such approval, full force and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from its effective such date. Thereafter, if not terminated, this Agreement shall continue automatically and thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of the ▇▇▇▇ ▇▇▇) unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Trust under this subsection may be taken either by (i) by a vote of a majority of the Independent its Trustees, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding the foregoing, The Subadviser may at any time terminate this Agreement may by not less than one hundred twenty (120) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon receiving a notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the outstanding voting Fund and with respect to any of its assets, except as expressly directed by the Adviser, and except for the settlement of securities transactions already entered into for the account of the Portfolio on 30 days written notice Fund. In addition, the Subadviser shall deliver copies of the Fund's Books and Records to the Sub-Adviser. This Agreement may also be terminatedAdviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioAdviser.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date first above written, provided that this Agreement Contract shall not take effect unless it has first been approved approved: (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Fund's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually annually: (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. (c) Notwithstanding the foregoing, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days 60 days' written notice to the Sub-Adviser. This Agreement Contract may also be terminated, without the payment of any penalty, by UBS Global AM; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this AgreementContract, if such breach has not been cured within a 20 day period after notice of such breach; or (iii) immediately if, in the reasonable judgment of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementContract, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the PortfolioFund. The Sub-Adviser may terminate this Agreement Contract at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Contract as it relates to this Portfoliothe Fund.

Duration and Termination. (a) a. This Agreement shall become effective upon subject to the date first above writtencondition that the Board, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Adviser or the Sub-Adviser, shall have approved this Agreement in the manner required by the 1940 Act. Unless terminated as provided that herein, this Agreement shall not take remain in full force and effect unless it has first been through and including the second anniversary of the execution of this Agreement and shall continue in full force and affect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (ia) the Board, or by the vote of a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Trust, and (b) the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”), to this Agreement cast in person at a meeting called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of any penalty, upon 60 days’ prior written notice to the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from Sub-Adviser and the SEC without a vote of the Portfolio’s outstanding voting securities. Trust; (b) Unless sooner terminated as provided hereinat any time without payment of any penalty by the Trust, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoingTrust, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days upon 60 days’ prior written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to Adviser and the Sub-Adviser; , (iic) upon material breach at any time without payment of any penalty by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, upon 60 days’ prior written notice by the Sub-Adviser becomes unable to discharge its duties the Adviser and obligations under this Agreementthe Trust, including circumstances such as financial insolvency of (d) by the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days upon not less than 20 business days’ prior written notice to UBS Global AMthe Adviser if the Sub-Adviser is unable to implement any action by the Board that impacts the Sub-Adviser’s ability to provide the services under this Agreement as described in Section 1 hereof, provided such notice is given to the Adviser within 5 business days of the Sub-Adviser’s receipt of notice of the Board taking such action; (e) immediately in the event the Sub-Adviser or the Adviser ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Trust, or (f) in the event the Advisory Agreement is terminated. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement will shall automatically terminate automatically in the event of its assignment (within the meaning of such term in the 1940 Act). In the event this Agreement is terminated or upon termination is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, and 12 of the Investment Advisory Agreementthis Agreement shall remain in effect, as it relates well as any applicable provision of this Section 13 and, to this Portfoliothe extent that only amounts are owed to the Sub-Adviser or owed to the Adviser for subsidy reimbursement as compensation for services rendered while the agreement was in effect as provided in Section 6.

Duration and Termination. 12.5.1.1 Subject to the other provisions of Article 12.5, this Agreement shall remain in full force and effect for a period commencing as of the date of this Agreement and shall expire on a country by country basis on the latest of: (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved fifteen (i15) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief years starting from the SEC without a vote of the Portfolio’s outstanding voting securities.Amendment Date; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority expiry of the Independent Trustees, cast last to expire patent included in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio.Elan Patent Rights in that country; and (c) Notwithstanding the foregoingexistence of Competition in that country (the “Initial Period”). 12.5.1.2 At the end of the Initial Period, this the Agreement may be terminated continued for five (5) year terms by the consent of the Parties, which consent shall not be unreasonably withheld or delayed. The Party requiring the extension shall serve two (2) years written notice on the other prior to the end of the Initial Period or any additional five (5) year period. 12.5.2 The Agreement shall be subject to earlier termination in accordance with the following provisions: 12.5.2.1 Acorda may terminate this Agreement in its entirety or with respect to any country with thirty (30) days prior written notice to Elan prior to Regulatory Approval, and with ninety (90) days prior written notice to Elan at any timetime thereafter; 12.5.2.2 subject to the determination in an arbitration that Acorda has breached the applicable provisions, without Elan may terminate the payment Agreement for the applicable region(s) or country or countries of the Territory if Acorda breaches the provisions of Article 2.11.3, or Acorda indicates to Elan pursuant to Article 2.11.4.3, that it does not intend to obtain Regulatory Approval and commercialise the Product, and Elan does not exercise its option to take a licence to the Acorda Patent Rights and the Acorda Know-How in accordance with Article 2.11.3. 12.5.3 In addition to the rights of early or premature termination provided for elsewhere in this Agreement, in the event that any of the terms or provisions hereof are incurably breached by either Party, the non-breaching Party may immediately terminate this Agreement by written notice. An incurable breach shall be committed when either Party is dissolved, liquidated, discontinued, becomes insolvent, or when any proceeding is filed or commenced by either Party under bankruptcy, insolvency or debtor relief laws. In the event of any penaltyother breach, the non-breaching Party may terminate this Agreement by vote the giving of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviserbreaching Party that this Agreement will terminate on the sixtieth (60th) day from notice unless cure is sooner effected. This Agreement may also be terminated, without If the payment breaching Party has proposed a course of any penalty, by UBS Global AM; (i) upon 120 days written notice action to rectify the Sub-Adviser; (ii) upon material breach and is acting in good faith to rectify same but has not cured the breach by the Sub-Adviser sixtieth (60th) day, the said period shall be extended by such period as is reasonably necessary to permit the breach to be rectified. 12.5.4 Upon exercise of those rights of termination as specified in Article 12.5.2, or Article 12.5.3, in any country or countries or the entire Agreement as the case may be, this Agreement shall, subject to the other provisions of the representationsAgreement and Article 12.5.5, warranties automatically terminate forthwith in the applicable country or countries or the entire Agreement as the case may be, and agreements set forth be of no further legal force or effect. 12.5.5 Upon termination of the Agreement: 12.5.5.1 any sums that were due from Acorda to Elan prior to the exercise of the right to terminate this Agreement (including but not limited to, Research and Development Costs and such additional expenses pursuant to Article 5.7 in Paragraph 7 each case incurred prior to the notice of termination, shall be paid in full within sixty (60) days of termination of this Agreement; or ; 12.5.5.2 all confidentiality provisions set out herein shall remain in full force and effect for a period of five (iii5) immediately if, years; 12.5.5.3 all representations and warranties shall insofar are appropriate remain in full force and effect; 12.5.5.4 the rights of inspection and audit shall continue in force for the period referred to in the reasonable judgment relevant provisions of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.;

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date of execution first above writtenwritten above, and shall continue in effect for two years and continue thereafter on an annual basis with respect to the Portfolio; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved at least annually (ia) by a the vote of a majority of those trustees the Board, or (b) by the vote of a majority of the Trust outstanding voting shares of the Portfolio, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)the Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Portfolio: (a) by the Trust at any timetime with respect to the services provided by the Subadviser, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities shares of the Portfolio on 30 days Trust or, with respect to a particular Portfolio, by vote of a majority of the outstanding voting shares of such Portfolio, upon sixty (60) days’ prior written notice to the Sub-Subadviser and the Investment Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ; (ib) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Subadviser at any time, without the payment of any penalty, on 120 days upon sixty (60) days’ prior written notice to UBS Global AMthe Investment Adviser and the Trust. (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or upon termination is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(b), 2(h), 2(i), 2(k), 2(n), 2(p), and 2(q) within 30 business days of termination; and (ii) the Investment Advisory AgreementSections or Paragraphs numbered 2(g) for a period of six years, and 2(m), 2(t), 2(v), 9, 10, 13, 14, 16, 17, 18 and 19 of this Agreement as it relates to well as any applicable provision of this PortfolioParagraph numbered 15 shall remain in effect.

Duration and Termination. The provisions of this Section 11 shall apply severally to the Series. (a) This Agreement Contract shall become effective as to the Series upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved latest of (i) the date of its execution by both parties, (ii) the date of its approval by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approvalapproval or (iii) if required by the 1940 Act, and (ii) the date of its approval by vote of a majority of the Portfolio’s Series’ outstanding voting securities, unless UBS Global AM has authority in the case of (iii), the Trust complies with the terms of any SEC exemptive order or rule permitting it to enter into this Agreement pursuant to exemptive relief from or modify the SEC Contract without a vote of the Portfolio’s outstanding voting securitiessuch vote. (b) Unless sooner terminated as provided hereinherein as to the Series, this Agreement Contract shall continue in effect for two 2 years from its effective dateDate. Thereafter, if not terminatedterminated as to the Series, this Agreement Contract shall automatically renew and continue automatically thereafter for successive periods of twelve 12 consecutive months each, provided ; subject to the condition that such continuance is specifically approved at least annually annually: (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by either the Board or by a vote of a majority of the outstanding voting securities of the Portfoliosuch Series. (c) Notwithstanding the foregoing, with respect to the Series, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Series on 30 days 60 days’ written notice to the Sub-Adviser. This Agreement The Manager may also be terminatedterminate the Contract immediately upon prior written notice to Sub-Adviser, without the payment of any penalty, by UBS Global AM; in the event of (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 9 of this Agreement; Contract, or (iiiii) immediately if, in the reasonable judgment of UBS Global AMManager, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the PortfolioContract. The Sub-Adviser may terminate this Agreement Contract at any time, without the payment of any penalty, on 120 days 90 days’ written notice to UBS Global AMManager. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Contract as it relates to this Portfoliothe Series, as applicable, except to the extent permitted by paragraph 18 hereof.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Fund's outstanding voting securities, unless UBS Global AM Context Capital has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Fund's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AMContext Capital; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMContext Capital, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the PortfolioFund. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMContext Capital. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioFund.

Duration and Termination. (a) a. This Agreement shall become effective upon as to any Trust and the Sponsor on the date first above written, provided that such Trust executes this Agreement (each, an “Effective Date” for such Trust, and the initial Effective Date, the “Initial Effective Date” for the Agreement). The Agreement shall apply only to the Trusts that have executed this Agreement as of their respective Effective Dates and shall not take effect unless it impose any obligations or confer any rights upon any Trust that has first been approved (i) by a vote not yet executed this Agreement. For purposes of a majority clarity, the Sponsor and each Trust that has executed this Agreement as of those trustees of the Trust who are not its respective Effective Date shall be deemed parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approvalAgreement, and the rights and obligations set forth herein shall be binding upon and enforceable by or against only those Trusts (iiand the Sponsor) by vote that have executed the Agreement as of a majority their respective Effective Dates. For clarity, when utilized in this Section 9 and as otherwise in this Agreement, use of the Portfolio’s outstanding voting securitiesphrase the “other party” shall refer to Paralel when referring to the Trust(s) and/or the Sponsor, unless UBS Global AM has authority or to enter into this Agreement pursuant the Trust(s) and/or the Sponsor, when referring to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesParalel. (b) b. Unless sooner terminated as provided hereinbelow, this Agreement shall continue in effect for two three years from its effective datethe Initial Effective Date. Thereafter, if If not sooner terminated, this Agreement shall renew at the end of the Initial Term and shall thereafter continue automatically for successive annual periods of twelve months each(each a “Renewal Term” and collectively with the Initial Term, a “Term”) until terminated as provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolioherein. (c) Notwithstanding the foregoing, this c. This Agreement may be terminated at any time, without the payment of any penalty, by vote a party with respect to itself, if upon at least ninety (90) days prior to the end of applicable Term it gives the other party(s) a written notice of non-renewal and termination, with such termination coinciding at the end of the Board applicable Term. Any such termination by an individual Trust shall apply solely to the terminating Trust, and this Agreement shall remain in full force and effect with respect to the remaining parties. Except if terminated in accordance with this subsection 9(c) or for cause under Section 9de), if this Agreement is otherwise terminated by a vote the Trust(s) and Sponsor, the terminating parties shall be obligated to pay Paralel the remaining balance of a majority Annual Base Fees remaining due under this Agreement as set forth in Appendix A through the end of the outstanding voting securities of then applicable Term. d. Notwithstanding the Portfolio on 30 days foregoing, this Agreement may be terminated by any party at any time upon written notice to the Subother party(s) if (a) any other party(s) becomes insolvent or bankruptcy or files a voluntary petition, or is subject to an involuntary petition, in bankruptcy or attempts to or makes an assignment for the benefit of its creditors or consents to the appointment of a trustee or receiver or (b) any other party(s) willfully and materially breaches its obligations under this Agreement and such breach has not been cured to the reasonable satisfaction of the non-Adviser. This Agreement may also be terminated, without breaching party prior to the payment expiration of any penalty, by UBS Global AM; sixty (i60) upon 120 days after written notice by the non-breaching party to the Sub-Adviser; (iibreach party of such breach. Termination under this subsection by a Trust(s) upon material breach and the Sponsor shall apply solely to the terminating Trust(s), and the remaining parties shall continue to be bound by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 terms of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon remain in effect until September 30, 2018, and shall continue in effect thereafter, but only so long as such continuance is specifically approved with respect to the date first above written, provided that this Agreement shall not take effect unless it has first been approved Fund at least annually by the affirmative vote of: (i) by a vote of a majority of those trustees the members of the Trust Fund’s Board who are not parties to this Agreement interested persons, the Fund, you or interested persons of any such party (“Independent Trustees”)us, cast in person at a meeting called for the purpose of voting on such approval, ; and (ii) by vote a majority of the Fund’s Board or the holders of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote securities of the Portfolio’s outstanding voting securitiesrespective Fund. (b) Unless sooner terminated as provided hereinThis Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser and the Sub-Adviser have the right to terminate this Agreement shall continue in effect for two years upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its effective date. Thereafter, if not terminated, duties under this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance or otherwise is specifically approved at least annually legally prohibited from operating as an investment adviser. (ic) by If a vote of a majority party breaches this Agreement in any material respect which is not cured within sixty (60) days of the Independent Trusteesother party giving it written notice of such breach, cast in person the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser. This Agreement . (e) The Sub-Adviser may also be terminatedat any time, without the payment of any penalty, by UBS Global AM; terminate this Agreement upon ninety (i90) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may without payment of any penalty terminate this Agreement at upon prior written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any timeregulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically which in the event of its assignment or upon termination opinion of the Investment Advisory Agreement, as it relates Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this PortfolioAgreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Sub-advisory Agreement shall become effective upon continue for an initial term of two years from the date first above writtenEffective Date, unless sooner terminated as provided herein. Thereafter, this Sub-advisory Agreement shall continue from year to year, provided that this Agreement shall not take effect unless it has first been such continuance is approved at least annually by (i) by the Board of Trustees of the Trust or (ii) a vote of a majority of those trustees each such Fund’s outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees of the Trust who are not parties interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the Trust or any party to this Agreement or interested persons of any such party (“Independent Trustees”)Sub-advisory Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and this Sub-advisory Agreement may be terminated: (iii) at any time without penalty upon thirty (30) days’ written notice to the Sub-adviser by each Fund upon the vote of a majority of the PortfolioTrustees or upon the vote of a majority of each such Fund’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days penalty upon thirty (30) days’ written notice to the Sub-Adviser. This Agreement may also be terminatedadviser by the Manager, without or (iii) by the payment of any penalty, by UBS Global AM; Sub-adviser upon thirty (i30) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by Trust or the Manager. Anything to the contrary herein notwithstanding, any termination carried out pursuant to this Section 17 shall be without penalty and, further, the compensation schedule set forth in Section 4 hereof shall apply to the service of the Sub-Adviser of any adviser to the extent provided beyond the end of the representations, warranties and agreements set forth notice period provided in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Section 17. This Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This advisory Agreement will also terminate automatically in the event of its assignment (as defined in or upon interpreted under the ▇▇▇▇ ▇▇▇) or the assignment or termination of the Investment Advisory Agreement. The Sub-adviser shall notify the Trust and the Manager in writing sufficiently in advance of any proposed change in control or other proposed assignment (as defined in or interpreted under the ▇▇▇▇ ▇▇▇) of the Sub-adviser to enable the Manager to take steps to enter into a new contract with the Sub-Adviser. (b) Termination will be without prejudice to the completion of transactions already initiated which will be completed expeditiously by the Sub-Adviser. (c) Termination will not affect accrued rights, as it relates indemnities, existing commitments or any contractual provision intended to this Portfoliosurvive termination and will be without penalty or other additional payment. The Manager will pay the fees of the Sub-adviser pro rata to the date of termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This With respect to each Series identified as a Portfolio on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated with respect to any Portfolio this Agreement shall become effective upon continue in full force and effect through November 30, 2017. Thereafter, unless earlier terminated with respect to a Portfolio, the date first above writtenAgreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that this Agreement shall not take effect unless it has first been such continuance is specifically approved at least annually by (i) by a the vote of a majority of those trustees the Board of Directors of the Trust Company, or (ii) the vote of a majority of the outstanding voting shares of the Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Portfolio that is added to Schedule A hereto as a Portfolio after the date of this Agreement, and the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) by vote the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote ▇▇▇▇ ▇▇▇) of the Adviser, and the shareholders of such Portfolio’s outstanding voting securities. (b) , shall have approved this Agreement. Unless sooner terminated earlier as provided hereinherein with respect to any such Portfolio, this the Agreement shall continue in full force and effect for a period of two years from the date of its effective dateeffectiveness (as identified above) with respect to that Portfolio. Thereafter, if not terminatedunless earlier terminated with respect to a Portfolio, this the Agreement shall continue automatically in full force and effect with respect to each such Portfolio for successive periods of twelve months eachone year, provided that such continuance is specifically approved at least annually by (i) by a the vote of a majority of the Independent TrusteesBoard of Directors of the Company, or (ii) vote of a majority of the outstanding voting shares of such Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall not provide any services for such Series or receive any fees on account of such Series with respect to which this Agreement is not approved as described in the preceding sentence. However, and any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Company, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder: (a) by the Adviser at any time without penalty, upon sixty (60) days’ written notice to the Sub-Adviser and the Company, (b) at any time without payment of any penalty by the Company, upon the vote of a majority of the Company’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser at any time without penalty, upon three (3) months’ written notice to the Adviser and the Company, unless the Adviser or the Company requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Company or the Adviser not to exceed three (3) months beyond the initial three-month notice period; provided however, that the Sub-Adviser may terminate this Agreement at any time without penalty effective upon written notice to the Adviser and the Company, in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Company, or in the event the Adviser becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Adviser or the Company as required by the terms of this Agreement. In addition, this Agreement shall terminate with respect to a Series in the event that it is not approved by the vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated that Series at any time, without the payment a meeting of any penalty, by vote shareholders at which approval of the Board or Agreement shall be considered by a vote of a majority shareholders of the outstanding voting securities Series. In the event of termination for any reason, all records of each Series for which the Portfolio on 30 days written notice Agreement is terminated shall promptly be returned to the Adviser or the Company, free from any claim or retention of rights in such records by the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by although the Sub-Adviser may, at its own expense, make and retain a copy of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfoliorecords. The Sub-Adviser may Agreement shall automatically terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or upon termination is not approved in the manner described above, the Sections or Paragraphs numbered 2(e), 9, 10, 11, 14, 15, and 19 of the Investment Advisory Agreementthis Agreement shall remain in effect, as it relates to well as any applicable provision of this PortfolioParagraph numbered 16.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM, or upon 60 days written notice to UBS Global AM in the event of a material breach by UBS Global AM of any of the representations, warranties and agreements set forth in Section 8 of this Agreement which results or will likely result in damage to the Sub-Adviser. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. A. Subject to the provisions for earlier termination hereinafter set forth in this Section XIII, the Term of this Agreement shall commence on the date hereof (athe “Effective Date”) This and end on the second anniversary of the Effective Date or such earlier date that this Agreement is terminated in accordance with the provisions herein (hereinafter referred to as the “Initial Term”); provided, however, that the term of this Agreement shall automatically be extended for successive one-year periods or such shorter extension period if this Agreement is terminated during any such one-year period in accordance with the provisions herein (hereinafter referred to as a “Renewal Term”) unless any party shall notify the others in writing at least 60 days prior to the expiration of the Initial Term or any Renewal Term, as the case may be, of its decision not to extend the Term of this Agreement for an additional one-year period (herein the Initial Term and any Renewal Terms are referred to collectively as the “Term”). B. The Fund, the Adviser or the Distributor may terminate this Agreement immediately by written notice to the Sub-Distributor upon occurrence of any of the following events: 1. The Sub-Distributor has its registration as a broker-dealer under the 1934 Act revoked, or its membership with FINRA revoked; or 2. the appointment of a trustee for the Sub-Distributor or the Sub-Distributor files a petition in bankruptcy or a petition seeking similar relief under any bankruptcy, insolvency or similar law, or a proceeding is commenced against the Sub-Distributor seeking such relief (and such proceeding is not dismissed within sixty (60) days of filing). C. At any time after the first anniversary of the Effective Date, the Sub-Distributor may terminate this Agreement for any reason by notice in writing to the Fund, the Adviser and the Distributor, which termination shall become effective upon sixty (60) days immediately after the date of giving of such notice. D. At any time after the first above writtenanniversary of the Effective Date, provided that the Fund may terminate this Agreement for any reason by providing notice in writing to the Sub-Distributor, the Adviser and the Distributor, which termination shall become effective sixty (60) days immediately after the date of giving of such notice; provided, however, that, notwithstanding anything to the contrary in this Section XIII.D., if the Underwriting Agreement is terminated, the Fund shall terminate this Agreement by providing notice in writing to the Sub-Distributor, the Adviser and the Distributor, which termination shall become effective sixty (60) days immediately after the date of giving of such notice. E. Notwithstanding anything to the contrary contained herein, the Sub-Distributor may terminate this Agreement upon twenty (20) days written notice to the Fund, the Adviser and the Distributor if the Fund commits a material breach of this Agreement that is not take effect unless it has first been approved (i) by a vote of a majority of those trustees cured to the reasonable satisfaction of the Trust who are not parties Sub-Distributor. F. Notwithstanding anything to the contrary contained herein, the Fund may terminate this Agreement or interested persons of any such party upon twenty (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii20) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminatedDistributor, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to Adviser and the Distributor if the Sub-Adviser; (ii) upon Distributor commits a material breach of this Agreement that is not cured to the reasonable satisfaction of the Fund. G. In the event the Fund gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor the Sub-Distributor or other service provider, and all trailing expenses incurred by the Sub-Adviser of any of Distributor, will be borne by the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioFund.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting Meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date of execution first above writtenwritten above, and shall continue in effect for two years and continue thereafter on an annual basis with respect to the Portfolio; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved at least annually (ia) by a the vote of a majority of those trustees the Board, or (b) by the vote of a majority of the Trust outstanding voting shares of the Portfolio, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)the Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Portfolio: (a) by the Trust at any timetime with respect to the services provided by the Subadviser, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities shares of the Portfolio on 30 days Trust or, with respect to a particular Portfolio, by vote of a majority of the outstanding voting shares of such Portfolio, upon sixty (60) days’ prior written notice to the Sub-Subadviser and the Investment Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ; (ib) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Subadviser at any time, without the payment of any penalty, on 120 days upon sixty (60) days’ prior written notice to UBS Global AMthe Investment Adviser and the Trust. (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or upon termination is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(b), 2(h), 2(i), 2(k), 2(n), 2(p), and 2(q) within 30 business days of termination; and (ii) the Investment Advisory AgreementSections or Paragraphs numbered 2(g) for a period of six years, and 2(m), 2(t), 2(v), 9, 10, 13, 14, 16, 17, 18, 19 and 20 of this Agreement as it relates to well as any applicable provision of this PortfolioParagraph numbered 15 shall remain in effect.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on upon 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Sub-advisory Agreement shall become effective upon continue for an initial term of two years from the date first above writtenset forth above, unless sooner terminated as provided herein. Thereafter this Sub-advisory Agreement shall continue from year to year, provided that this Agreement shall not take effect unless it has first been such continuance is approved at least annually by (i1) by the Board of Trustees of the Trust or (2) a vote of a majority of those trustees each such Fund’s outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees of the Trust who are not parties interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the Trust or either party to this Agreement or interested persons of any such party (“Independent Trustees”)Sub-advisory Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval.. Notwithstanding the foregoing, and this Sub-advisory Agreement may be terminated: (iia) at any time without penalty upon thirty (30) days’ written notice to the Sub-adviser by each Fund upon the vote of a majority of the PortfolioTrustees or upon the vote of a majority of each such Fund’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days penalty upon thirty (30) days’ written notice to the Sub-Adviser. This Agreement may also be terminatedadviser by the Manager, without or (c) by the payment of any penalty, by UBS Global AM; Sub-adviser upon thirty (i30) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by Trust or the Manager. Anything to the contrary herein notwithstanding, any termination carried out pursuant to this Section 19 shall be without penalty and, further, the compensation schedule set forth in Section 4 hereof shall apply to the service of the Sub-Adviser of any adviser to the extent provided beyond the end of the representations, warranties and agreements set forth notice period provided in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Section 19. This Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This advisory Agreement will also terminate automatically in the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) or upon the assignment or termination of the Investment Advisory Agreement. (b) Termination will be without prejudice to the completion of transactions already initiated which will be completed expeditiously by the Sub-Adviser. (c) Termination will not affect accrued rights, as it relates indemnities, existing commitments or any contractual provision intended to this Portfoliosurvive termination and will be without penalty or other additional payment. The Manager will pay the fees of the Sub-Adviser pro rata to the date of termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon with respect to a Portfolio as of the date first above writtenset forth opposite such Portfolio on Appendix A and, unless sooner terminated with respect to the Portfolio as provided that herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall not take continue in effect unless it has first been with respect to the Portfolio for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (ia) by the vote of a majority of the Trust’s Board of Trustees or a vote of a majority of those trustees the outstanding voting securities of the Trust Portfolio at the time outstanding and entitled to vote and (b) by the vote of a majority of the Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated by a Portfolio or the Adviser at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days’ notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Portfolio or the Adviser shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the Board or by a vote holders of a majority of the outstanding voting securities of the Portfolio on 30 days written notice entitled to the Sub-Adviser. This Agreement may also be terminatedvote, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach or by the Sub-Adviser of on 60 days’ written notice (which notice may be waived by the Portfolio and the Adviser), and will terminate automatically upon any termination of the representations, warranties Advisory Agreement between the Trust and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAdviser. This Agreement will also immediately terminate automatically in the event of its assignment or upon termination assignment. (As used in this Agreement, the terms “majority of the Investment Advisory Agreement, as it relates to this Portfoliooutstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving the Sub-Advisor resulting in the automatic termination of the prior agreement between UBS Global AM and Delaware Investment Fund Advisers, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenits execution; provided, provided that with respect to any Portfolio now existing or hereafter created, this Agreement agreement shall not take effect unless it first has first been approved (i) by a vote of a the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the that Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this . This Agreement pursuant to exemptive relief from shall remain in full force and effect continuously thereafter until terminated without the SEC without a payment of any penalty as follows: (a) By vote of a majority of its trustees, or by the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a affirmative vote of a majority of the Independent Trusteesoutstanding Shares of such Portfolio, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager at its principal offices; or (b) With respect to any Portfolio, if (i) the trustees or the shareholders of that Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the trustees who are not interested persons of the Trust or of the Manager or of any subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, and (ii) by do not specifically approve at least annually the Board continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or by vote upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of a majority Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the outstanding voting securities of Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder with respect to that Portfolio.; or (c) Notwithstanding the foregoing, this Agreement The Manager may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may time terminate this Agreement at with respect to any time, without the payment of any penalty, on 120 days or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to UBS Global AM. the Trust. (d) This Agreement automatically and immediately will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolioassignment.

Duration and Termination. (a) This Agreement shall will become effective upon as of the date first above writtenhereof, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees the outstanding voting securities of the Trust Fund in accordance with the requirements under the 40 Act, and, unless sooner terminated as provided herein, will continue in effect for two (2) years from the date of execution. Thereafter, if not terminated, this Agreement will continue in effect for the Fund from year to year, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)the Trust, Sub-Adviser, or Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by the vote of a majority of the PortfolioTrust’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from Board of Trustees or by the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesoutstanding voting securities of the Fund. Notwithstanding the foregoing, cast in person this Agreement may be terminated as to the Fund at a meeting called for the purpose any time, without penalty, on sixty (60) days’ written notice to Sub-Adviser by Adviser, by vote of voting on such approval, and (ii) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund. If the foregoingtermination is by Adviser and is for other than the default of Sub-Adviser, this Adviser shall pay Sub-Adviser on a pro rata basis for services rendered to the effective date of termination of Sub-Adviser. This Agreement may be terminated at any time, without the payment of any penalty, on sixty (60) days’ written notice by vote Sub-Adviser to Adviser. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the Board or by a vote of a terms “majority of the outstanding voting securities securities”, “interested persons” and “assignment” have the same meaning as when such terms appear in the 40 Act.) Within sixty (60) days of the Portfolio effective date on 30 days written notice to the Sub-Adviser. This which this Agreement may also be is terminated, without Adviser shall cause the payment name of any penaltythe Fund to be changed, by UBS Global AM; (i) upon 120 days written notice to and such name shall not include, the Sub-Adviser; (ii) upon material breach by the name of Sub-Adviser of any of the representations(“Geneva”), warranties unless Adviser and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable have entered into a new sub-advisory agreement with respect to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect Fund within the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfoliosixty (60) day period.

Duration and Termination. (a) This Agreement shall become effective upon as of the date of execution first above writtenwritten above, and shall continue in effect for two years and continue thereafter on an annual basis with respect to the Portfolio; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved at least annually (ia) by a the vote of a majority of those trustees the Board, or (b) by the vote of a majority of the Trust outstanding voting shares of the Portfolio, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)the Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Portfolio: (a) by the Trust at any timetime with respect to the services provided by the Subadviser, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Investment Adviser, by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities shares of the Portfolio on 30 days Trust or, with respect to a particular Portfolio, by vote of a majority of the outstanding voting shares of such Portfolio, upon sixty (60) days’ prior written notice to the Sub-Subadviser and the Investment Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ; (ib) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Subadviser at any time, without the payment of any penalty, on 120 days upon sixty (60) days’ prior written notice to UBS Global AMthe Investment Adviser and the Trust. (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or upon is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(b), 2(h), 2(i), 2(k), 2(n), 2(p) within 30 business days of termination and pursuant to paragraph 2(q) as soon as reasonably practicable; and (ii) the Sections or Paragraphs numbered 2(g) for a period of the Investment Advisory Agreementsix years, and 2(m), 2(t), 2(v), 9, 10, 13, 14, 16, 17, 18 and 19 of this Agreement as it relates to well as any applicable provision of this PortfolioParagraph numbered 15, shall remain in effect.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i1) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This With respect to each Series identified as a Portfolio on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated with respect to any Portfolio this Agreement shall become effective upon continue in full force and effect through November 30, 2014. Thereafter, unless earlier terminated with respect to a Portfolio, the date first above writtenAgreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that this Agreement shall not take effect unless it has first been such continuance is specifically approved at least annually by (i) by a the vote of a majority of those trustees the Board of Directors of the Trust Company, or (ii) the vote of a majority of the outstanding voting shares of the Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons persons” (as defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. With respect to any Portfolio that was added to Schedule A hereto as a Portfolio after the date of this Agreement, and the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) by vote the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote ▇▇▇▇ ▇▇▇) of the Adviser, and the shareholders of such Portfolio’s outstanding voting securities. (b) , shall have approved this Agreement. Unless sooner terminated earlier as provided hereinherein with respect to any such Portfolio, this the Agreement shall continue in full force and effect for a period of two years from the date of its effective dateeffectiveness (as identified above) with respect to that Portfolio. Thereafter, if not terminatedunless earlier terminated with respect to a Portfolio, this the Agreement shall continue automatically in full force and effect with respect to each such Portfolio for successive periods of twelve months eachone year, provided that such continuance is specifically approved at least annually by (i) by a the vote of a majority of the Independent TrusteesBoard of Directors of the Company, or (ii) vote of a majority of the outstanding voting shares of such Portfolio (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Directors of the Company who are not parties to this Agreement or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall not provide any services for such Series or receive any fees on account of such Series with respect to which this Agreement is not approved as described in the preceding sentence. However, and any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the ▇▇▇▇ ▇▇▇) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Company, unless such approval shall be required by any other applicable law or otherwise. Notwithstanding the foregoing, this Agreement may be terminated for each or any Series hereunder: (a) by the Adviser at any time without penalty, upon sixty (60) days’ written notice to the Sub-Adviser and the Company, (b) at any time without payment of any penalty by the Company, upon the vote of a majority of the Company’s Board or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser at any time without penalty, upon sixty (60) days’ written notice to the Adviser and the Company, unless the Adviser or the Company requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Company or the Adviser not to exceed sixty (60) days beyond the initial sixty-day notice period; provided however, that the Sub-Adviser may terminate this Agreement at any time without penalty effective upon written notice to the Adviser and the Company, in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Company, or in the event the Adviser becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Adviser or the Company as required by the terms of this Agreement. In addition, this Agreement shall terminate with respect to a Series in the event that it is not approved by the vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated that Series at any time, without the payment a meeting of any penalty, by vote shareholders at which approval of the Board or Agreement shall be considered by a vote of a majority shareholders of the outstanding voting securities Series. In the event of termination for any reason, all records of each Series for which the Portfolio on 30 days written notice Agreement is terminated shall promptly be returned to the Adviser or the Company, free from any claim or retention of rights in such records by the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by although the Sub-Adviser may, at its own expense, make and retain a copy of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfoliorecords. The Sub-Adviser may Agreement shall automatically terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or upon termination is not approved in the manner described above, the Sections or Paragraphs numbered 2(e), 9, 10, 11, 14, 15, and 19 of the Investment Advisory Agreementthis Agreement shall remain in effect, as it relates to well as any applicable provision of this PortfolioParagraph numbered 16.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of a transaction with the Sub-Adviser resulting in a change in control, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates related to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date day and year first above writtenwritten above, provided that this Agreement shall not take effect unless it Contract has first been approved for the Series by a vote of: (i) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“"Independent Trustees”), ") cast in person at a meeting called for the purpose of voting on such approval, approval and (ii) by vote of a majority of the Portfolio’s Series' outstanding voting securitiessecurities unless in the case of (ii), unless UBS Global AM has authority the Trust complies with the terms of any SEC exemptive order or rule permitting it to enter into this Agreement pursuant modify to exemptive relief from the SEC Contract without a vote of the Portfolio’s outstanding voting securitiessuch vote. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually annually: (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioSeries. (c) Notwithstanding the foregoing, with respect to the Series, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Series on 30 days sixty days' written notice to the Sub-Adviser. This Agreement Adviser and may also be terminatedterminated by the Sub-Adviser at any time, without the payment of any penalty, by UBS Global AM; (i) upon 120 days on sixty days' written notice to the Sub-Adviser; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. The Contract may also be terminated, without payment of penalty, by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (iii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this Agreement; Contract, if such breach shall not have been cured within a 20 day period after notice of such breach or (iiiii) immediately if, in the reasonable judgment of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementContract, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMSeries. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Contract as it relates to this Portfoliothe Series.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, ; unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates related to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has ithas first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date of execution first above writtenwritten above, and shall continue in effect for two years and continue thereafter on an annual basis with respect to the Fund; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved at least annually (ia) by a the vote of a majority of those trustees the Board, or (b) by the vote of a majority of the Trust outstanding voting shares of the Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)the Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Fund: (a) by the Trust at any timetime with respect to the services provided by the Subadviser, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities shares of the Portfolio on 30 days Trust or, with respect to a particular Fund, by vote of a majority of the outstanding voting shares of such Fund, upon sixty (60) days’ prior written notice to the Sub-Subadviser and the Investment Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ; (ib) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Subadviser at any time, without the payment of any penalty, on 120 days upon sixty (60) days’ prior written notice to UBS Global AMthe Investment Adviser and the Trust. (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or upon termination is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(b), 2(h), 2(i), 2(k), 2(n), 2(p), and 2(q) within 30 business days of termination; and (ii) the Investment Advisory AgreementSections or Paragraphs numbered 2(g) for a period of six years, and 2(m), 10, 13, 14, 15, 17, 18, 19, 20 and 21 of this Agreement as it relates to well as any applicable provision of this PortfolioParagraph numbered 16 shall remain in effect.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Advisor resulting in the automatic termination of the prior agreement between the parties hereto, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities; PROVIDED, unless UBS Global AM has authority to enter HOWEVER, that clause (ii) shall not apply when ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ enters into this Agreement a sub-advisory agreement with a sub-adviser without such vote pursuant to exemptive relief from the terms of the SEC without a vote of order received by the Portfolio’s outstanding voting securitiesTrust. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (iI) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting Meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM GLOBAL Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; GLOBAL Americas: (i1) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMGLOBAL Americas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMGLOBAL Americas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Series's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioSeries. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Series on 30 days 60 days' written notice to the Trust and the Sub-Adviser. This Agreement may also be terminatedterminated by EII: (i) on 120 days' written notice to the Trust and the Sub-Adviser, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 8 of this Agreement, if such breach shall not have been cured within a 20 day period after notice of such breach; or (iii) immediately if, in the reasonable judgment of UBS Global AM, if the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written days' notice to UBS Global AMEII. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Advisor and its affiliate, Roxbury Capital Management, LLC (“Roxbury”) resulting in the automatic termination of the prior agreement between Roxbury and UBS Global AM, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date first above written, provided that this Agreement Contract shall not take effect unless it has first been approved by a vote of a majority of those trustees of the Trust who are not parties to this Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Adviser shall provide Sub-Adviser with verification that such approval has occurred. (b) Unless sooner terminated as provided herein, this Contract shall continue in effect for two years from its effective date. Thereafter, so long as the Adviser has entered into a Final Investment Management Agreement and this Contract has not been terminated, this Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually: (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. Adviser shall provide Sub-Adviser with verification that such approvals have occurred. (c) Notwithstanding the foregoing, this Agreement Contract may be terminated by any party hereto at any time, without the payment of any penalty, immediately upon written notice to the other parties hereto in the event of material breach of any provision thereof by vote the party so notified if such breach shall not have been cured within a 20-day period after notice of the Board such breach; or otherwise, by a vote of a majority of the outstanding voting securities of the Portfolio on 30 any party upon thirty (30) days written notice to the Sub-Adviserother parties hereto. This The Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) terminated immediately if, in the reasonable judgment of UBS Global AMthe Trust or the Adviser, the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementContract, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMFund. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of any future investment management agreement entered into between the Investment Advisory Agreement, Adviser and the Trust as it relates to this Portfolio.the Fund. This Contract shall not terminate upon termination of the Management Agreement defined herein, provided that the Adviser has entered into a Final Investment Management Agreement with the Trust

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i1) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. This Sub-Advisory Agreement will become effective as of the date hereof provided that it has been approved by the Trust’s Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, as defined under the 1940 Act, consistent with the requirements of the 1940 Act and the terms and conditions of any exemptive order, pursuant to which the Adviser may retain a new sub-adviser or amend the terms of an existing sub-advisory agreement without prior shareholder approval. Unless sooner terminated as provided herein, will continue in effect for two years. Thereafter, if not terminated, this Sub-Advisory Agreement will continue in effect for each Fund for successive periods of 12 months, each ending on the day preceding the anniversary of this Sub-Advisory Agreement’s effective date of each year, provided that such continuation is specifically approved at least annually (a) This Agreement shall become effective upon by the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)the Trust, the Sub-Adviser, or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by the vote of a majority of the PortfolioTrust’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from Board of Trustees or by the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of all votes attributable to the outstanding voting securities shares of the Portfolio. (c) each Fund. Notwithstanding the foregoing, this Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice as to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement each Fund at any time, without the payment of any penalty, on 120 days sixty (60) days’ written notice to UBS Global AMby the Adviser or by the Sub-Adviser. This Sub-Advisory Agreement will immediately terminate in the event of its assignment. (As used in this Sub-Advisory Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” have the same meaning of such terms ascribed in the 1940 Act). This Agreement will terminate automatically in if the event of its assignment or upon termination of Advisory Agreement between the Investment Advisory Agreement, as it relates to this PortfolioTrust and the Adviser is terminated.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenits execution; provided, provided that with respect to any Portfolio now existing or hereafter created, this Agreement shall not take effect unless it first has first been approved (i) by a vote of a the majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the that Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this . This Agreement pursuant to exemptive relief from shall remain in full force and effect continuously thereafter until terminated without the SEC without a payment of any penalty as follows: (a) By vote of a majority of its trustees, or by the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a affirmative vote of a majority of the Independent Trusteesoutstanding shares of such Portfolio, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser at its principal offices; or (b) With respect to any Portfolio, this Agreement shall be approved for an initial period of two year and at least annually thereafter by (i) the Trustees or the shareholders of that Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Trustees who are not interested persons of the Trust or of the Adviser or of any subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is not approved at least annually after the initial two-year period, and (ii) by then this Agreement shall automatically terminate at the Board close of business on the second anniversary of its execution, or by vote upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of a majority Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the outstanding voting securities of Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder with respect to that Portfolio.; or (c) Notwithstanding the foregoing, this Agreement The Adviser may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may time terminate this Agreement at with respect to any time, without the payment of any penalty, on 120 days or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to UBS Global AM. the Trust. (d) This Agreement automatically and immediately will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolioassignment.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, ; unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM, or upon 60 days written notice to UBS AM in the event of a material breach by UBS AM of any of the representations, warranties and agreements set forth in Paragraph 8 of this Agreement which results or will likely result in damage to the Sub-Adviser. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, ; (i) on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless (i) it has first been approved (iA) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, approval and (iiB) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities, and (ii) the Sub-Adviser has received written notice from UBS Global Americas that the Sub-Adviser may commence placing purchase and sell orders for investments and other related transactions for the Portfolio or Segment. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser This Agreement may terminate this Agreement at any timealso be terminated, without the payment of any penalty, on by the Sub-Adviser: (i) upon 120 days days' written notice to UBS Global AMAmericas; (ii) upon material breach by UBS Global Americas of any of the representations, warranties and agreements set forth in Paragraph 8 of this Agreement provided that UBS Global Americas will be given a reasonable period not less than 60 days to cure such material breach; or (iii) upon 60 days written notice if, in the reasonable judgment of the Sub-Adviser, UBS Global Americas becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of UBS Global Americas or other circumstances that could adversely affect the Portfolio, provided that UBS Global Americas will be given the opportunity to demonstrate its ability to discharge such duties and obligations under this Agreement. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Adviser resulting in the termination of the prior agreement between Sub-Adviser and UBS Global AM , provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph Section 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as to the Fund as of the effective date first above writtenof the Trust’s Registration Statement for the Fund, provided that this Agreement shall not take effect unless it has first been approved by (i) by a the vote of a majority of those trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or interested persons of any such party (“Independent Trustees”)the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the vote of a majority of the Portfolio’s outstanding voting securitiessecurities of the Fund. This Agreement shall remain in effect with respect to the Fund for a period of two (2) years from its effective date, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this hereinafter provided. This Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically with respect to the Fund thereafter for successive periods of twelve (12) months each, provided that so long as such continuance continuation is specifically approved at least annually by (ia) by a the vote of a majority of those members of the Independent TrusteesTrust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trust’s Board of Trustees or (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Fund, and otherwise complies with the requirements of the 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote the Trust’s Board of Trustees, by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days Trust, or by the vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ prior written notice to the Sub-Adviser. This Agreement may also be terminatedother parties, without or by the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by Adviser or the Sub-Adviser of any of if either the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; Adviser or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties shall materially breach this Agreement and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate has been provided written notice and where such breach remains uncured for a period of sixty (60) days following such notice. In the event that the Trust terminates the Investment Advisory Agreement, this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMshall terminate concurrently with such termination. This Agreement will immediately terminate automatically in the event of its assignment or upon termination assignment. As used in this Agreement, the terms “majority of the Investment Advisory Agreementoutstanding voting securities”, as it relates to this Portfolio“interested persons” and “assignment” have the same meaning of such terms in the 1940 Act.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM ▇▇▇▇▇▇▇ Advisors has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ▇▇▇▇▇▇▇ Advisors: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM▇▇▇▇▇▇▇ Advisors, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM▇▇▇▇▇▇▇ Advisors. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAM or such shorter period as agreed between the parties, including on 90 days written notice in the event of any material changes to the Governing Materials that affect the investment objectives, policies and strategies of the Portfolio unless such material changes are agreed to by Sub-Adviser. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Agreement as it relates to this Portfolio.

Duration and Termination. (a) The effectiveness and termination dates of this Agreement shall be determined separately for each Fund as described below. This Agreement shall become effective with respect to a Fund upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved latest of (i) the effectiveness of the Transaction; (ii) the approval of this Agreement by a the affirmative vote of a majority of those trustees the outstanding voting securities of the Fund; and (iii) the commencement of operations of the Fund. This Agreement shall remain in full force and effect continually thereafter with respect to a Fund, subject to renewal as provided in subparagraph (c) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Trust; or (c) This Agreement shall automatically terminate two years from the date of its effectiveness unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and ; or (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund; provided, however, that if the foregoing, continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty. In the event of termination of this Agreement for any reason, by vote the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice applicable Fund(s) and with respect to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representationsassets, warranties except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall deliver the Fund Books and agreements set forth Records to the Trust by such means and in Paragraph 7 of this Agreement; or (iii) immediately ifaccordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the reasonable judgment transition of UBS Global AM, the Sub-Adviser becomes unable portfolio asset management to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency any successor of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioAdviser.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on upon 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenthat the investment operations commence, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of the Trustees, including a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the PortfolioFund’s outstanding voting securities, unless UBS Global AM Context Advisers has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the PortfolioFund’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AMContext Advisers; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties warranties, duties and agreements set forth in Paragraph 2, 3 or 7 of this AgreementAgreement that has not been cured within 5 days, if capable of cure; or (iii) immediately if, in the reasonable judgment of UBS Global AMContext Advisers, the Sub-Adviser becomes substantially unable to discharge all of its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the PortfolioAdviser. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMContext Advisers. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to the Fund. For purposes of this Portfolioagreement, a change of control of Sub-Adviser under the 1940 Act shall be considered an assignment that shall trigger an automatic termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction that may be interpreted as possibly involving a change in control of the Sub-Advisor resulting in the automatic termination of the prior agreement between the parties hereto, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM GLOBAL Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; GLOBAL Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMGLOBAL Americas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMGLOBAL Americas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall remain in effect until June 30, 2003 and shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically thereafter for successive periods of twelve 12 months each, each provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent TrusteesFund's trustees who are not parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Fund's Board of Trustees or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the PortfolioSeries. (cb) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote the Fund's Board of the Board Trustees or by a vote of a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Portfolio Series on 30 days 60 days' written notice to the Sub-AdviserSubadviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; the Adviser (i) upon 120 days 60 days' written notice to the Sub-AdviserSubadviser; (ii) upon material breach by the Sub-Adviser Subadviser of any of the representations, warranties and warranties, covenants or agreements set forth in Paragraph 7 of this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of UBS Global AMthe Adviser, the Sub-Adviser Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial the insolvency of the Sub- Adviser Subadviser or other circumstances that could materially and adversely affect the Portfolio. The Sub-Adviser Series. (c) This Agreement may terminate this Agreement at any timealso be terminated, without the payment of any penalty, on 120 days by the Subadviser (i) upon 60 days' written notice to UBS Global AM. the Adviser and the Fund or (ii) upon material breach by the Adviser of any representations, warranties, covenants or agreements set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach. (d) This Agreement will shall terminate automatically in the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) or upon the termination of the Investment Advisory Agreement, as it relates to . (e) The rights and obligations of the parties under Section 9 shall survive the termination of this PortfolioAgreement.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Advisor resulting in the automatic termination of the prior agreement between the parties hereto, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote Vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date day and year first above writtenwritten above, provided that this Agreement shall not take effect unless it Contract has first been approved (i) for the Series by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“"Independent Trustees”), ") cast in person at a meeting called for the purpose of voting on such approval, approval and (ii) by vote of a majority of the Portfolio’s Series' outstanding voting securitiessecurities unless in the case of (ii), unless UBS Global AM has authority the Trust complies with the terms of any SEC exemptive order or rule permitting it to enter into this Agreement pursuant modify to exemptive relief from the SEC Contract without a vote of the Portfolio’s outstanding voting securitiessuch vote. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually annually: (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioSeries. (c) Notwithstanding the foregoing, with respect to the Series, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Series on 30 days sixty days' written notice to the Sub-Adviser. This Agreement The Contract may also be terminated, without the payment of any penalty, by UBS Global AM; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this Agreement; Contract, if such breach shall not have been cured within a 20 day period after notice of such breach or (iiiii) immediately if, in the reasonable judgment of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementContract, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the PortfolioSeries. The Sub-Adviser may terminate this Agreement Contract at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Contract as it relates to this Portfoliothe Series.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i1) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of OF the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser SubAdviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates related to this Portfolio.

Duration and Termination. (a) This Agreement shall will become effective for each Fund upon its approval by the Trustees and by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund involved, the Agreement will become effective upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date first above writtenof each effectiveness, provided that this Agreement shall not take effect unless it has first been and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees, or by the vote of a majority of the outstanding voting securities of the PortfolioFund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the ▇▇▇▇ ▇▇▇. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” will be construed in a manner consistent with the 1940 Act. (cb) Notwithstanding the foregoing, this This Agreement may be terminated at any time, without the cause and without payment of any penalty, by penalty by: (i) vote of a majority of the Board or by a Trustees; (ii) vote of a majority of the outstanding voting securities of the Portfolio a Fund on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days not more than 60 days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifCSIM upon 90 days’ written notice to Sub-Adviser. In addition, this Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty, upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any material federal or state regulatory violation by Sub-Adviser; and (iii) any material financial impairment that in the reasonable judgment of UBS Global AM, the CSIM impairs Sub-Adviser becomes unable Adviser’s ability to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of perform the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioServices.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Sub Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Sub Adviser; (ii) upon material breach by the Sub-Sub Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Sub Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Sub Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-AdviserSubAdviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days written notice to the Sub-AdviserSubAdviser; (ii) immediately upon material breach by the Sub-Adviser SubAdviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser SubAdviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser SubAdviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser SubAdviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Except as set forth in the applicable Transaction Agreement, this Agreement shall become effective upon as to the Pacer China Fund as of the date first above writtenset forth opposite such Fund's name on Schedule A hereto, provided that this Agreement shall not take effect unless it has first been approved by (i) by a the vote of a majority of those trustees members of the Trust Trust's Board of Trustees who are not parties to this Agreement or nor "interested persons persons" of any such party (“Independent Trustees”)the Trust, the Sub-Adviser and the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the vote of a majority of the Portfolio’s outstanding voting securitiessecurities of the Pacer China Fund. Except as set forth in the applicable Transaction Agreement, this Agreement shall remain in effect with respect to the Pacer China Fund for a period of two (2) years from its effective date, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this hereinafter provided. This Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically with respect to each such Fund thereafter for successive periods of twelve (12) months each, provided that so long as such continuance continuation is specifically approved at least annually by (ia) by a the vote of a majority of those members of the Independent TrusteesTrust's Board of Trustees who are not parties to this Agreement nor "interested persons" of the Trust, the Sub-Adviser and the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trust's Board of Trustees or (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund. Except as set forth in the applicable Transaction Agreement, notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote the Trust's Board of Trustees, by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days Trust or by the vote of a majority of the outstanding voting securities of the Pacer China Fund, upon sixty (60) calendar days' prior written notice to the Sub-Adviser. This Agreement may also be terminatedother parties, without or by the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by Adviser or the Sub-Adviser of any of if either the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; Adviser or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties shall materially breach this Agreement and obligations under this such breach shall remain uncured for a period of sixty (60) calendar days. In the event that the Trust terminates the Advisory Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMshall terminate concurrently with such termination. This Agreement will immediately terminate automatically in the event of its assignment or upon termination assignment. As used in this Agreement, the terms "majority of the Investment Advisory Agreementoutstanding voting securities", as it relates to this Portfolio"interested persons" and "assignment" have the same meaning of such terms in the 1940 Act.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years 150 days from its effective date. Thereafter, if not terminated, this date or until such time as a new Sub-Advisory Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, purpose; and (ii) by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date of execution first above writtenwritten above, and shall continue in effect for two years and continue thereafter on an annual basis with respect to the Fund(s); provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved at least annually (ia) by a the vote of a majority of those trustees the Board, or (b) by the vote of a majority of the Trust outstanding voting shares of each respective Fund, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the 1▇▇▇ ▇▇▇) of any such party (“Independent Trustees”)the Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval, and . This Agreement may be terminated in its entirety or with respect to any Fund: (iia) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by Trust upon a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by upon a vote of a majority of the outstanding voting securities shares of the Portfolio.Trust or, with respect to a particular Fund, upon a vote of a majority of the outstanding voting shares of such Fund, at any time without payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Investment Adviser; (cb) Notwithstanding by the foregoing, this Agreement may be terminated Subadviser at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days upon sixty (60) days’ prior written notice to the Sub-Adviser. This Agreement may also be terminated, without Investment Adviser and the payment of any penalty, by UBS Global AM; Trust. (ic) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Investment Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days upon sixty (60) days’ prior written notice to UBS Global AMthe Subadviser and the Trust. The Sub-Subadvisory Agreement will terminate automatically upon the termination of this Agreement. This Agreement will terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment under the 1940 Act. In the event this Agreement is terminated or upon termination is not approved in the manner described above (i) Subadviser agrees to provide final reports, certification and assistance called for pursuant to paragraphs 2(c), 2(h), 2(i), 2(j), 2(k), 2(n), 2(p), and 2(q) within a reasonable period of the Investment Advisory Agreementtime, as it relates to agreed by the Parties, following termination; and (ii) paragraph 2(h) for a period of six years, and Sections 10, 14, 15, 17, 18, 19, 20 and 21 of this PortfolioAgreement as well as any applicable provision of this Paragraph numbered 16 shall remain in effect.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates related to this Portfolio.

Duration and Termination. (a) a. This Agreement shall become effective upon subject to the date first above writtencondition that the Board, including a majority of those Trustees who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Adviser or the Sub-Adviser, shall have approved this Agreement in the manner required by the 1940 Act. Unless terminated as provided that herein, this Agreement shall not take remain in full force and effect unless it has first been through and including the second anniversary of the execution of this Agreement and shall continue in full force and affect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually by (ia) the Board, or by the vote of a majority of the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of the Trust, and (b) the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party (“Independent Trustees”), to this Agreement cast in person at a meeting called for the purpose of voting on such approval. b. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote the Adviser at any time without payment of a majority of any penalty, upon 60 days’ prior written notice to the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from Sub- Adviser and the SEC without a vote of the Portfolio’s outstanding voting securities. Trust; (b) Unless sooner terminated as provided hereinat any time without payment of any penalty by the Trust, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoingTrust, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days upon 60 days’ prior written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to Adviser and the Sub-Adviser; , (iic) upon material breach at any time without payment of any penalty by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, upon 60 days’ prior written notice by the Sub-Adviser becomes unable to discharge its duties the Adviser and obligations under this Agreementthe Trust, including circumstances such as financial insolvency of (d) by the Sub- Adviser or other circumstances that could adversely affect upon not less than 20 business days’ prior written notice to the Portfolio. The Adviser if the Sub-Adviser may terminate is unable to implement any action by the Board that impacts the Sub-Adviser’s ability to provide the services under this Agreement as described in Section 1 hereof, provided such notice is given to the Adviser within 5 business days of the Sub-Adviser’s receipt of notice of the Board taking such action; (e) immediately in the event the Sub-Adviser or the Adviser ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Trust, or (f) in the event the Advisory Agreement is terminated. c. In the event of termination for any reason, all records of the Trust shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at any timeits own expense, without the payment make and retain a copy of any penalty, on 120 days written notice to UBS Global AMsuch records. This Agreement will shall automatically terminate automatically in the event of its assignment (within the meaning of such term in the 1940 Act). In the event this Agreement is terminated or upon termination is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 11, and 12 of the Investment Advisory Agreementthis Agreement shall remain in effect, as it relates well as any applicable provision of this Section 13 and, to this Portfoliothe extent that only amounts are owed to the Sub-Adviser or owed to the Adviser for subsidy reimbursement as compensation for services rendered while the agreement was in effect as provided in Section 6.

Duration and Termination. (a) This Sub-advisory Agreement shall become effective upon continue for an initial term of two years from the date first above writtenEffective Date, unless sooner terminated as provided herein. Thereafter, this Sub-advisory Agreement shall continue from year to year, provided that this Agreement shall not take effect unless it has first been such continuance is approved at least annually by (i) by the Board of Trustees of the Trust or (ii) a vote of a majority of those trustees the Fund’s outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees of the Trust who are not parties interested persons (as defined in the ▇▇▇▇ ▇▇▇) of the Trust or any party to this Agreement or interested persons of any such party (“Independent Trustees”)Sub-advisory Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and this Sub-advisory Agreement may be terminated: (iii) at any time without penalty upon thirty (30) days’ written notice to the Sub-adviser by the Fund upon the vote of a majority of the PortfolioTrustees or upon the vote of a majority of such Fund’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days penalty upon thirty (30) days’ written notice to the Sub-Adviser. This Agreement may also be terminatedadviser by the Manager, without or (iii) by the payment of any penalty, by UBS Global AM; Sub-adviser upon thirty (i30) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by Trust or the Manager. Anything to the contrary herein notwithstanding, any termination carried out pursuant to this Section 17 shall be without penalty and, further, the compensation schedule set forth in Section 4 hereof shall apply to the service of the Sub-Adviser of any adviser to the extent provided beyond the end of the representations, warranties and agreements set forth notice period provided in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Section 17. This Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This advisory Agreement will also terminate automatically in the event of its assignment (as defined in or upon interpreted under the ▇▇▇▇ ▇▇▇) or the assignment or termination of the Investment Advisory Agreement. The Sub-adviser shall notify the Trust and the Manager in writing sufficiently in advance of any proposed change in control or other proposed assignment (as defined in or interpreted under the ▇▇▇▇ ▇▇▇) of the Sub-adviser to enable the Manager to take steps to enter into a new contract with the Sub-Adviser. (b) Termination will be without prejudice to the completion of transactions already initiated which will be completed expeditiously by the Sub-Adviser. (c) Termination will not affect accrued rights, as it relates indemnities, existing commitments or any contractual provision intended to this Portfoliosurvive termination and will be without penalty or other additional payment. The Manager will pay the fees of the Sub-adviser pro rata to the date of termination.

Duration and Termination. (a) This Agreement shall become continue in full force and effect for two years from the effective upon date of this Agreement. Thereafter, unless earlier terminated, the date first above writtenAgreement shall continue in full force and effect for periods of one year, provided that this Agreement shall not take effect unless it has first been such continuance is specifically approved at least annually by (i) by a the vote of a majority of those trustees the Board of Trustees of the Trust, or (ii) the vote of a majority of the outstanding voting shares of the Trust (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or “interested persons persons” (as defined in the 1940 Act) of any such party (“Independent Trustees”)the Trust or the Manager, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, and this Agreement may be terminated: (iia) by vote of a majority of the Portfolio’s outstanding voting securitiesManager at any time, unless UBS Global AM has authority upon sixty (60) days’ written notice to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of Sub-Adviser and the Portfolio’s outstanding voting securities.Trust, (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods at any time without payment of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) any penalty by the Trust, by the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. Trust, upon sixty (c60) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to Manager and the Sub-Adviser; , or (iic) upon material breach by the Sub-Adviser of any of upon three (3) months’ written notice unless the representations, warranties and agreements set forth in Paragraph 7 of this AgreementTrust; or (iii) immediately ifthe Manager requests additional time to find a replacement for the Sub-Adviser, in the reasonable judgment of UBS Global AM, which case the Sub-Adviser becomes unable shall allow the additional time requested by the Trust or Manager not to discharge its duties and obligations under this Agreementexceed three (3) additional months beyond the initial three-month notice period; provided, including circumstances such as financial insolvency of however, that the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, time without the payment of any penalty, on 120 days effective upon written notice to UBS Global AMthe Manager and the Trust, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Trust, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Trust as required by the terms of this Agreement. In the event of termination for any reason, all records of the Trust for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub- Adviser may, at its own expense, make and retain a copy of such records. This Agreement will shall automatically terminate automatically in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or upon termination is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 12, 13, 14 and 15 of the Investment Advisory Agreementthis Agreement shall remain in effect, as it relates well as any applicable provision of this Section numbered 16 and, to this Portfoliothe extent that only amounts are owed to the Sub- Adviser as compensation for services rendered while the Agreement was in effect, Section 6.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Sub- Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon with respect to the date first above writtenFund on September 20, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval2019, and (ii) by vote of a majority of the Portfolio’s outstanding voting securitiesshall remain in full force until September 30, unless UBS Global AM has authority 2020 and from year to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated year thereafter, but only as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that long as such continuance is specifically approved at least annually and in the manner required by the 1940 Act. The requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder and any applicable SEC exemptive order therefrom. (ib) by a vote This Agreement shall automatically terminate in the event of a majority its assignment or in the event of the Independent Trusteestermination of the Advisory Agreement. In addition, cast the Adviser has the right to terminate this Agreement upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as an investment adviser. (c) If a party breaches this Agreement in person any material respect which is not cured within sixty (60) days of the other party giving it written notice of such breach, the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board of Directors of the Fund, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser. This Agreement . (e) The Sub-Adviser may also be terminatedat any time, without the payment of any penalty, by UBS Global AM; terminate this Agreement upon ninety (i90) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may without payment of any penalty terminate this Agreement at upon immediate written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any timeregulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically which in the event of its assignment or upon termination opinion of the Investment Advisory Agreement, as it relates Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this PortfolioAgreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.