Common use of Duties as Sub-Advisor Clause in Contracts

Duties as Sub-Advisor. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Brinson Advisors, and any written guidelines adopted by the Boa▇▇ ▇▇ ▇rinson Advisors and furnished to the Sub-Advisor, the Sub-Advi▇▇▇ ▇▇▇l provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Fund or Segment. The Sub-Advisor will determine from time to time what investments will be purchased, retained or sold by the Fund or Segment. The Sub-Advisor will be responsible for placing purchase and sell orders for investments and for other related transactions for the Fund or Segment. The Sub-Advisor will be responsible for voting proxies of issuers of securities held by the Fund or Segment. The Sub-Advisor will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Advisor agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Fund, the Sub-Advisor may, in its discretion, use brokers that provide the Sub-Advisor with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund or Segment, and the Sub-Advisor may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisor's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Advisor to the Fund or its other clients and that the total commissions paid by the Fund or Segment will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to Brinson Advisors or the Sub-Advisor, or any affiliated person th▇▇▇▇▇, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Advisor may aggregate sales and purchase orders with respect to the assets of the Fund or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Advisor or its affiliates. Whenever the Sub-Advisor simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Advisor, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Brinson Advisors recognizes that in some cases this procedure ma▇ ▇▇▇▇▇sely affect the results obtained for the Fund or Segment. (c) The Sub-Advisor will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Advisor on behalf of the Fund or Segment, and will furnish the Board and Brinson Advisors with such periodic and special reports as the B▇▇▇▇ ▇▇ Brinson Advisors reasonably may request. In compliance with th▇ ▇▇▇▇irements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Brinson Advisors, the Sub-Advisor will provide the Board and ▇▇▇▇▇▇▇ Advisors with economic and investment analyses and ▇▇▇▇▇▇s as well as quarterly reports setting forth the performance of the Fund or Segment and make available to the Board and Brinson Advisors any economic, statistical and investment ser▇▇▇▇▇ ▇hat the Sub-Advisor normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Advisor is responsible for assisting in the fair valuation of all portfolio securities in the Fund or Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Advisor will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Advisor for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Advisor. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Brinson AdvisorsUBS Global AM, and any written guidelines adopted by the Boa▇▇ ▇▇ ▇rinson Advisors and furnished to the Sub-AdvisorBoard or UBS Global AM, the Sub-Advi▇▇▇ ▇▇▇l Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the FundPortfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Fund Portfolio or Segment. The Sub-Advisor Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund Portfolio or Segment. UBS Global AM acknowledges that the Sub-Adviser may consult with affiliates under its control in connection with providing such investment program, while retaining the responsibility for making investment decisions on behalf of the Portfolio. The Sub-Advisor Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Fund Portfolio or Segment. The Sub-Advisor will be responsible for voting proxies of issuers of securities held by the Fund or SegmentAdviser has authority to review and execute all industry agreements with banks, brokers, dealers and other financial intermediaries necessary to perform its duties under this Agreement. The Sub-Advisor Adviser understands that the Portfolios assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (Code). The Sub-Adviser will provide services under this Contract Agreement in accordance with the Fund's Portfolios investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Advisor Adviser agrees that it will not consult with any other sub-adviser for the Trust or Portfolio (Other Sub-Adviser) concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other Sub- Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other Sub-Adviser, or its affiliate, is the principal underwriter. (c) The Sub-Adviser agrees that, in placing orders with brokers, it will seek use its best efforts to obtain the best net result in terms of price and execution; provided that, on behalf of the FundPortfolio, the Sub-Advisor Adviser may, in its discretion, use brokers that provide the Sub-Advisor Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund or SegmentPortfolio, and the Sub-Advisor Sub- Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisor's determining Advisers determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Advisor Adviser to the Fund or Portfolio and its other clients and that the total commissions paid by the Fund Portfolio or Segment will be reasonable in relation to the benefits to the Fund Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to Brinson Advisors UBS Global AM or the Sub-AdvisorAdviser, or any affiliated person th▇▇▇▇▇thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Advisor Adviser may aggregate sales and purchase orders with respect to the assets of the Fund Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Advisor Adviser or affiliates under its affiliatescontrol. Whenever the Sub-Advisor Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund Portfolio and one or more other accounts advised by the Sub-AdvisorAdviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Brinson Advisors UBS Global AM recognizes that in some cases this procedure ma▇ ▇▇▇▇▇sely may adversely affect the results obtained for the Fund Portfolio or Segment. (cd) The Sub-Advisor Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Advisor Adviser on behalf of the Fund Portfolio or Segment, and will furnish the Board and Brinson Advisors UBS Global AM with such periodic and special reports as the B▇▇▇▇ ▇▇ Brinson Advisors Board or UBS Global AM reasonably may request. In compliance with th▇ ▇▇▇▇irements the requirements of Rule 31a-3 31 a-3 under the 1940 Act, the Sub-Advisor Adviser hereby agrees that all records that which it maintains for the Fund Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act any records that it maintains for the Trust Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that which it maintains for the Fund Portfolio upon request by the Trust; provided, however, that the Sub-Advisor may retain a copy of such records. (de) At such times as shall be reasonably requested by the Board or Brinson AdvisorsUBS Global AM, the Sub-Advisor Adviser will provide the Board and ▇▇▇▇▇▇▇ Advisors UBS Global AM with economic and investment analyses and ▇▇▇▇▇▇s reports as well as quarterly reports setting forth the performance of the Fund Portfolio or Segment and make available to the Board and Brinson Advisors UBS Global AM any economic, statistical and investment ser▇▇▇▇▇ ▇hat services that the Sub-Advisor Adviser normally makes available to its institutional or other customers. (ef) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Advisor Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Fund Portfolio or Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Advisor Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Advisor Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. (g) The Sub-Adviser agrees that it will be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser further agrees that it will adopt written proxy procedures that shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (Advisers Act), and that shall be acceptable to the Board. The Sub-Adviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written or electronic report of the proxies voted during the most recent 12-month period ending June 30, or such other period as the Board may designate, in a format that shall comply with the 1940 Act and that shall be acceptable to the Board. Notwithstanding the above, UBS Global AM or another service provider for the Trust, and not the Sub-Adviser, shall make any and all filings in connection with any securities litigation or class action lawsuits involving securities held or that were held in the Segment; provided, however, that Sub-Adviser is responsible for promptly forwarding to UBS Global AM any documents it receives regarding such matters that are specific to the Portfolio and providing reasonable assistance, if necessary, in making such claims. UBS Global AM understands that the Sub-adviser establishes from time to time guidelines for the voting of proxies and may employ the services of a proxy voting service to exercise proxies in accordance with the Sub-Advisers guidelines.