Common use of REPRESENTATIONS OF SUB-ADVISER AND UBS GLOBAL AM Clause in Contracts

REPRESENTATIONS OF SUB-ADVISER AND UBS GLOBAL AM. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within thirty days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser shall permit UBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or promptly after such change.

REPRESENTATIONS OF SUB-ADVISER AND UBS GLOBAL AM. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global GLOBAL AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide UBS Global GLOBAL AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within thirty days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global GLOBAL AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's ’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global GLOBAL AM, the Sub-Adviser shall permit UBS Global GLOBAL AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-I and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global GLOBAL AM with a copy of its Form ADV, as most recently filed with the Securities and Exchange Commission ("“SEC"”), and promptly will furnish a copy of all amendments to UBS Global GLOBAL AM at least annually. (d) The Sub-Adviser will notify UBS Global GLOBAL AM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or promptly after such change. (e) UBS GLOBAL AM and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. UBS GLOBAL AM represents, warrants and agrees as follows: (a) it is duly incorporated, established or constituted (as the case may be) and validly existing under the laws of Delaware; (b) it has legal capacity and authority to enter into this Agreement, that this Agreement is duly executed, and that the terms of this Agreement are legal, valid and binding obligations on it which are enforceable against it and do not constitute a breach of any obligation by which it is bound whether by contract, operation of law or otherwise; and (c) the Portfolio is and will continue, until the Sub-Adviser’s appointment is terminated, to be property which UBS GLOBAL AM is empowered to deal with, and to the best of UBS GLOBAL AM’s knowledge is free from any lien, charge or other encumbrance or security interest and UBS GLOBAL AM undertakes that it will not, dispose of, encumber or otherwise deal with the Segment of the Portfolio managed by the Sub-Adviser nor permit any other person so to do.