Common use of REPRESENTATIONS OF SUB-ADVISER Clause in Contracts

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, represents and 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 metappointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) shall have adopted, by the date the registration statement of the Funds becomes effective under the 1933 Act, written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to any Fund to the Manager; (v) 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, agency as necessary to be met in order to perform the services contemplated by this Agreement; (ivvi) has the authority to enter into and perform the services contemplated by this Agreement; and (vvii) will promptly notify UBS Global AM the Manager 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM and the Board Manager with a copy of such the code of ethics, together with evidence of its adoption. Within fifteen 60 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 the Manager 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The By the date the registration statement of the Funds becomes effective under the 1933 Act, Sub-Adviser has shall have provided UBS Global AM the Manager with a copy of its Form ADVADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to UBS Global AM at least annuallyManager. (d) The Sub-Adviser will promptly notify UBS Global AM the Manager of any change of changes in its managers, members, general partners, and/or other persons with control of the over Sub-Adviser, including any change of its general partners Adviser or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of responsible for managing the Portfolio Allocated Assets or senior management of the Sub-Adviser’s Chief Executive Officer or President, or if there is otherwise an actual or pending change in each case prior to or as soon after such change as possible. control (ewithin the meaning of the ▇▇▇▇ ▇▇▇) The of Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMAdviser. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 immediately notify UBS Global AM the Investment Adviser 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(a9 (a) of the 1940 Act or otherwise. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Investment Adviser and the Board Fund with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) C. The Sub-Adviser has provided UBS Global AM the Investment Adviser and the Fund with a copy of its Form ADV, ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will furnish a copy of all amendments such amendment to UBS Global AM at least annually.the Investment Adviser. The Investment Adviser represents, warrants, and agrees as follows: (di) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will notify UBS Global AM 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 continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any change of control 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 immediately notify the Sub- Adviser of the Sub-Adviser, including occurrence of any change event that would disqualify the Investment Adviser from serving as an investment adviser 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(san investment company pursuant to Section 9 (a) of the Portfolio 1940 Act or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possibleotherwise. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; 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 and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement Contract is in effect, the president or a duly authorized officer vice president 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 Series or senior management of the Sub-Adviser, in each case prior to to, or as soon after promptly after, such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Series, the Trust, the Portfolio, UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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, 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 Rule 204A-1 under the Advisers 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 fifteen 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 to the Sub-Adviser pursuant to by Rule 17j-1(c)(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, 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than the UBS Global AMAmericas, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsAmericas.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(1) and all other records relevant to the Sub-Adviser’s '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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The UBS Global Americas and the Sub-Adviser agrees agree that neither it of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Trust, the Portfolio, UBS Global AM one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe other, which consent will be promptly provided and not unreasonably withheld. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 immediately notify UBS Global AM the Adviser 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) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and Act, as amended, and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Trust with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the The Sub-Adviser shall certify will provide to UBS Global AM the Trust any certifications that the Sub-Adviser has complied may be necessary pursuant to Rule 17j-1 in connection with the requirements of Rule 17j-1 during the previous year and that there has been no material violation Board's approval of the Sub-Adviser’s code '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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethicsEthics. (c) C. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its Form ADV, ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will furnish a copy of all amendments such amendment to UBS Global AM at least annuallythe Adviser. (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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 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 Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees covenants as follows: (a) 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by its obligations under this Agreement; (iii) to the best of its knowledge, 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 its obligations under this Agreement; (iv) has the power and authority to enter into and perform the services contemplated by its obligations under this Agreement; and (v) will promptly notify UBS Global AM the Adviser 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 Investment Company Act or otherwise. (b) B. The Sub-Adviser Adviser, and any affiliate providing investment advisory services in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Trust Board with a copy of such code of ethics, together with evidence a certification of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer and as otherwise requested, the Chief Compliance Officer (“CCO”) of the Sub-Adviser (or the CCO’s delegate) and of any such affiliate shall certify to UBS Global AM the Adviser and the Trust that the Sub-Adviser has and any such affiliate have 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 or any such affiliate’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AM, its employees or its agents provide information to examine the Adviser regarding the Sub-Adviser’s policies and procedures relating to the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant shall make representatives of the Sub-Adviser available to representatives of the Adviser to discuss Sub-Adviser’s code process for receiving such reports. The Sub-Adviser shall respond to reasonable requests for information in writing from the Adviser as to such reports (e.g., summaries of ethicssuch reports and records with personal information identified information redacted), subject in all cases to privacy and confidentiality obligations and to the extent Sub-Adviser is not prohibited from doing so under applicable law. (cC. The Sub-Adviser will promptly notify the Adviser and the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving its management of the Portfolio(s) or the Trust; provided, however, that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to be reported by this provision. D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust Board with a copy (and Adviser hereby acknowledges receipt thereof on behalf of its itself and on behalf of the Trust Board) of the Sub-Adviser’s current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and the relevant Parts 2B of Sub-Adviser’s Form ADVADV (in the case of Part 2A, as most recently filed with the SEC), and promptly will furnish a copy of all amendments to UBS Global AM at least annuallythe Adviser and the Trust Board as required by applicable law, and Adviser hereby consents to electronic delivery thereof. Such amendments shall conform in all material respects with the requirements of the Advisers Act. (d) E. The Sub-Adviser will notify UBS Global AM the Adviser and the Trust Board 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 Portfolio(s) or any material changes to senior management of the Sub-Adviser, in each case prior to or as soon promptly after such change as possiblechange, but in no event sooner than Sub-Adviser notifies its other clients of such changes. For purposes of the foregoing, “senior management” shall mean the Sub-Adviser’s Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Financial Officer, General Counsel, Chief Technology Officer, Chief Enterprise-Risk Officer and Chief Information Security Officer of the Sub-Adviser. (e) F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the TrustPortfolio(s), the Portfolio, UBS Global AM Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by applicable law, rule, regulation or the order of any court, arbitration panel, regulatory or similar governmental authority having jurisdiction over the Sub-Adviser. However, the Sub-Adviser may use the performance of the Portfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. Although the Sub-Adviser is registered as a commodity trading advisor (f“CTA”) under the CEA, the Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) as if the Sub-Adviser were exempt from CTA registration in reliance on an exemption under the CEA or the regulations promulgated thereunder. I. The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent agrees to promptly notify the disclosure by it, its employees or its agents Adviser if any of the Trust’s portfolio holdings above representations, warranties and covenants ceases to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsbe true.

REPRESENTATIONS OF SUB-ADVISER. 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 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 Rule 204A-1 under the Advisers 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 fifteen 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants 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-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 immediately notify UBS Global AM Adviser 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 (the “Sub-Adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM and the Board Adviser with a copy of such code of ethicsthe Sub-Adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-Adviser Code. On a quarterly basis, the last calendar quarter of each year Sub-Adviser will either: (i) certify to Adviser that this Agreement is in effectthe Sub-Adviser and its Access Persons have complied with Sub-Adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-Adviser shall certify Code which have occurred with respect to UBS Global AM the Fund. In addition, the Sub-Adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-Adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-Adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies 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 adopted procedures reasonably necessary to such violation. Upon the written request of UBS Global AM, prevent Access Persons from violating 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethicsCode. (c) The Sub-Adviser has provided UBS Global AM with the Adviser, and the Adviser acknowledges having received, a description or copy of its Form ADVthe Sub-Adviser’s policies and procedures for voting proxies relating to client securities and information concerning how they can obtain information concerning how the Sub-Adviser has voted proxies relating to securities held by the Fund. The Sub-Adviser shall promptly, as most recently filed with but in any event within five business days, inform the SEC, Adviser of any material changes to such policies and promptly will furnish a copy of all amendments to UBS Global AM at least annuallyprocedures. (d) The Sub-Adviser will notify UBS Global AM has adopted and implemented written policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act (copies of any change which have been provided to the Adviser, receipt of control of which is hereby acknowledged by the Adviser, and which are subject to review and approval by the Adviser and the Board) reasonably designed to prevent violation, by the Sub-AdviserAdviser and its supervised persons, including any change at all times of its general partners or 25% shareholders or 25% limited partners, as applicableall applicable provisions of the Advisers Act, and any rules and regulations adopted thereunder. The Sub-Adviser shall promptly, but in any event within five business days, notify the Adviser of 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 as soon after such change as possiblewritten policies and procedures. (e) The Sub-Adviser agrees shall be responsible for ensuring that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship the Portfolio: (i) complies with the Trustdiversification requirements of Section 817(h) of the Code and regulations issued thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (ii) continuously qualifies as a regulated investment company under Sub-Chapter M of the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMCode. (f) The Sub-Adviser hereby represents shall be responsible for ensuring compliance, by itself and its supervised persons, with the provisions of the Registration Statement and the Articles and Bylaws of the Fund. (g) In order that it has implemented the Board and the Fund’s chief compliance officer may fulfill their obligations under Rule 38a-1 under the 1940 Act (and in addition to, and without limiting, its duties and obligations under other provisions of this Agreement), the Sub-Adviser agrees that (i) the policies and procedures that will prevent established by the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented for managing the Portfolio, including, but not limited to all policies and procedures designed to prevent itensure compliance with applicable federal and state laws and regulations governing the Sub-Adviser/client relationship and management and operation of the Portfolio, shall be made available for inspection by the Adviser and its employees authorized representatives, including the Fund’s and the Adviser’s chief compliance officers, not less frequently than annually; (ii) the Fund’s chief compliance officer, and her (or his) agents from trading on and representatives, shall have reasonable access to the basis of any material nonSub-public information Adviser’s directors, officers, and employees, and reasonable access to the Sub-Adviser’s offices and facilities; and (iii) it will complete and promptly return to the Fund an annual due diligence questionnaire provided by UBS Global AM, the Trust, their affiliates or agentsFund.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS AM to fulfill any disclosure and reporting obligations of UBS AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA. (h) The Sub-Adviser hereby represents and warrants that it has (i) a sanctions policy in place and communicated to all employees and (ii) adequate sanctions compliance controls reasonably designed to ensure compliance with US, UN, EU and Swiss sanctions laws and regulations and local applicable sanctions laws (the “Sanctions Laws”) The Sub-Adviser further represents and warrants that (i) it will not undertake investments or engage in activity that involves either directly or indirectly countries, regimes, jurisdictions or sanctioned parties (individuals / entities) subject to any Sanctions Laws and (ii) will not invest in securities / issuers mentioned on the “Sanctions Securities List (SSSL)” and the list of “Companies Verifiably Involved in Controversial Weapons (Ethix List)” provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, third party proxy voting vendors or other vendors engaged by the Sub-Adviser in order to furnish services to the Fund or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) The Sub-Adviser hereby represents, warrants and agrees that: (1) it will register with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and become a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, represents and warrants that it is registered with the Securities and agrees as follows: (a) The Exchange Commission under the Advisers Act. Sub-Adviser (i) is agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue to be so registered for so long possess its assets and carry on its business as this Agreement remains in effectit is now being conducted; (iib) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiid) has met, and will continue to seek to continue to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the its services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by under this Agreement; and (ve) will promptly notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Act. In addition, Sub-Adviser represents that it has adopted a written code provided Adviser with copies of ethics complying each of the following documents: (i) Sub-Adviser's Form ADV as filed with the requirements Securities Exchange Commission; and (ii) separate lists of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the persons who Sub-Adviser shall certify wishes to UBS Global AM that have authorized to give written and/oral instructions to the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation custodians of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violationFund's assets for the Fund. 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(c)(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 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 furnish Adviser from time to time with copies, properly certified or otherwise authenticated, of any change all material amendments of control or supplements to the foregoing, if any. Such amendments or supplements as to items (i) through (ii) will be provided within 10 days of the time such materials became available to 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. In addition, the Sub-Adviser has provided UBS Global Americas with certain disclosures required by the U.K. Financial Services Authority. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The UBS Global Americas and the Sub-Adviser agrees agree that neither it of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Trust, the Portfolio, UBS Global AM one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe other, which consent will be promptly provided and not unreasonably withheld. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 effectAct; (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 Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 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 Americas 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 as soon promptly after such change as possiblechange. (ed) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMAmericas. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM Adviser and the Board Fund with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Portfolio, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Portfolio. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Portfolio and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM Adviser and the Fund with a copy of its Form ADV, ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser. (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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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, 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 Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas with a copy of its Form ADV, 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMAmericas. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act Act, and will provide UBS Global AM has provided the Adviser and the Board Trust with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM Adviser and the Trust with a copy of its Form ADV, ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser. (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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. Sub-Adviser adviser (i) is registered with the SEC 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM Adviser and the Board Trust with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM with Adviser and the Trust, and Adviser and the Trust acknowledge having received, a copy of its Sub-adviser’s Form ADV, ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser and the Trust. (d) The D. Sub-adviser has provided 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, and Adviser and the PortfolioTrust acknowledge having received, UBS Global AM a description or any copy of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented adviser’s policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings for voting proxies relating to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The client securities and information concerning how they can obtain information concerning how Sub-Adviser further represents that it implemented policies and procedures adviser has voted proxies relating to prevent it, its employees and agents from trading on securities held by the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsFund.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser shall provide notice to UBS Global Americas within a reasonable time after being informed or learning of the death or withdrawal of any if its partners, upon the admission of any new partners or upon any other change in its membership. (e) The Sub-Adviser will notify UBS Global AM Americas of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partnersshareholders, 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 as soon promptly after such change as possiblechange. (ef) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMAmericas. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants 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, 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 Rule 204A-1 under the Advisers 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 fifteen 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 to the Sub-Adviser pursuant to by Rule 17j-1(c)(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, 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. Notwithstanding the foregoing, the Sub-Adviser may include the Portfolio’s performance in calculating its composites, provided that Sub-Adviser may not separately disclose the Funds performance (or the performance of Sub-Adviser’s segment of the Fund) in connection therewith. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will are reasonably designed to prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 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 Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 shall provide notice to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ within a reasonable time after being informed or learning of the death or withdrawal of any if its partners, upon the admission of any new partners or upon any other change in its membership. (e) 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 partnersshareholders, 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 as soon promptly after such change as possiblechange. (ef) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser promptly if it becomes known to the Sub-Adviser that any material Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Company with a copy of such code of ethics. On at least an annual basis, together with evidence of its adoption. Within fifteen 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 will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to UBS Global AM the Adviser that the Sub-Adviser has and its Access Persons have 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 Code of ethics or, if such Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred, that appropriate action was taken in response occurred with respect to such violation. Upon the written request of UBS Global AMAllocated Assets, the Sub-Adviser shall permit UBS Global AMagrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, its employees or its agents as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to examine prevent violations of the reports required to be made Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser’s code of ethics, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. (c) D. The Sub-Adviser has provided UBS Global AM the Adviser and the Company with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Company with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsAdvisers Act.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any material amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Compliance Officer (or his or her designee) or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant as they relate to the Sub-Adviser’s code of ethicsFunds, it being understood that such reports may be redacted to remove information that does not relate to the Fund. (c) D. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADVADV Part 2A, which as of the date of this Agreement is its Form ADV Part 2A as most recently filed with the SEC, and relevant Form ADV Parts 2B, and Adviser hereby acknowledges receipt thereof on behalf of itself and on behalf of the Trust. The Sub-Adviser promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser as required by applicable law, and Adviser hereby consents to electronic delivery thereof. Such amendments shall conform in all material respects with the requirements of the Advisers Act. (d) E. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. For purposes of the foregoing, “senior management” shall mean the Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Financial Officer, and General Counsel of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, associated with any proxy statement, information statement, and/or other disclosure documents that are necessary to permit the Sub-Adviser to continue to provide sub-advisory services to the Fund arising out of an assignment or change in each case prior control. F. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser notification of any material changes to or as soon after cancellation of such change as possiblecoverage. The Sub-Adviser will maintain its insurance coverage at least at the amounts considered commercially reasonable and appropriate under current industry practices. (e) G. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Adviser hereby consents to the Sub-Adviser referencing the Adviser or the Funds on a representative client list, incorporating the performance of each Fund in its composite performance. (f) H. The Sub-Adviser hereby represents will not file class action claim forms for or on behalf of the Trust or any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree in writing that the Sub-Adviser may take such actions. I. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. J. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser promptly of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 immediately notify UBS Global AM the Investment Adviser 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(a9 (a) of the 1940 Act or otherwise. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Investment Adviser and the Board Fund with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) C. The Sub-Adviser has provided UBS Global AM the Investment Adviser and the Fund with a copy of its Form ADV, ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV with the SEC, and promptly will furnish a copy of all amendments such amendment to UBS Global AM at least annually.the Investment Adviser. The Investment Adviser represents, warrants, and agrees as follows: (di) The Sub-Adviser is registered as an investment adviser under the Advisers Act and will notify UBS Global AM 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 continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any change of control 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 immediately notify the Sub- Adviser of the Sub-Adviser, including occurrence of any change event that would disqualify the Investment Adviser from serving as an investment adviser 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(san investment company pursuant to Section 9 (a) of the Portfolio 1940 Act or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possibleotherwise. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants 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, 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 Rule 204A-1 under the Advisers 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 fifteen 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 to the Sub-Adviser pursuant to by Rule 17j-1(c)(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, 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. Notwithstanding the foregoing, the Sub-Adviser may include the Portfolio’s performance in calculating its composites, provided that Sub-Adviser may not separately disclose the Funds performance (or the performance of Sub-Adviser’s segment of the Fund) in connection therewith. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will are reasonably designed to prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The . (g) the Sub-Adviser further represents that hereby represents, warrants and agrees that: (1) it implemented policies will register with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and procedures will become a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to prevent itbe so registered, its employees if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and agents from trading on the basis rules of any material non-public the CFTC and the NFA to the extent applicable; and (3) it will provide all information provided reasonably required by UBS Global AM, AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Trust, their affiliates or agentsPortfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, 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(c)(1) and all other records relevant provide notice to the Sub-Adviser’s code Adviser of ethicsmaterial Code of Ethics violations and corresponding disclosures. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Trust with a copy of such code of ethics. On at least an annual basis, together with evidence of its adoption. Within fifteen 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 will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to UBS Global AM the Adviser that the Sub-Adviser has and its Access Persons have 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 Code of ethics or, if such Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred, that appropriate action was taken in response occurred with respect to such violation. Upon the written request of UBS Global AMAllocated Assets, the Sub-Adviser shall permit UBS Global AMagrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, its employees or its agents as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to examine prevent violations of the reports required to be made Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser’s code of ethics, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. (c) D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, its employees and agents from trading on the basis of any material nonAdvisers Act. E. The Sub-public information provided by UBS Global AMAdviser confirms that it is not an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust, their affiliates ; or agents(iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas with a copy of its Form ADV, 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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 adopted procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating the requirements Sub-Adviser’s code of Rule 17j-1 during the previous year ethics 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(c)(1) 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer President or Chief Operating Officer of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary described in this section. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by law, rule, regulation or upon the request of a governmental or regulatory authority and, to the extent legally permissible, only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM Adviser and the Board Fund with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Portfolio, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Portfolio. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM with Adviser and the Fund, and Adviser and the Fund acknowledge having received, a copy of its Sub-adviser’s Form ADV, ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser and the Fund. (d) The D. Sub-adviser has provided Adviser will notify UBS Global AM and the Fund, and Adviser and the Fund acknowledge having received, a description or copy 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented adviser’s policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings for voting proxies relating to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The client securities and information concerning how they can obtain information concerning how Sub-Adviser further represents that it implemented policies and procedures adviser has voted proxies relating to prevent it, its employees and agents from trading on securities held by the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsPortfolio.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM Adviser and the Board Trust with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM Adviser and the Trust with a copy of its Form ADV, ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser. (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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effectAct; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; 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 and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement Contract is in effect, the president or a duly authorized officer vice president 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 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 Series or senior management of the Sub-Adviser, in each case prior to to, or as soon after promptly after, such change as possiblechange. (ed) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Series, the Trust, the Portfolio, UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services Services contemplated by this Agreement; (iii) to the best of its knowledge, has met, 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, agency necessary to be met in order to perform the services Services contemplated by this Agreement; (iv) has the authority to enter into and perform the services Services contemplated by this Agreement; and (v) will promptly notify UBS Global AM the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus and SAI of the Trust contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying reasonably designed to comply with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer Chief Compliance Officer of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADVADV Part 2, which as of the date of this Agreement is its Form ADV Part 2 as most recently filed with the SEC, and promptly will furnish (or offer to furnish) a copy of all amendments required to UBS Global AM at least annuallybe delivered to the Sub-Adviser’s advisory clients, as well as annual updates, to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Form’s instructions. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and shall carry at all times professional errors and omissions liability insurance covering the Services, in each case prior to or as soon after such change as possiblean appropriate amount. (e) H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance or include the performance of each Fund in materials where such performance is required to be included by applicable law, regulation, or regulator or governmental authority. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AM. regulatory authority. L. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust (including but not limited to representations in this Agreement) materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 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 and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice president or the general counsel 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in material compliance and shall at all times continue to comply in all material respects with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time and as provided to Sub-Adviser by the Adviser or the Trust, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus and SAI contain, as of the date hereof, no untrue statement of any material fact and do not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under has provided the Advisers Act and will provide UBS Global AM Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any material amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Compliance Officer (or his or her designee) or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant to the Sub-Adviser’s code of ethicsethics as they relate to the Funds, it being understood that such reports may be redacted to remove information that does not relate to the Funds. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, Part 2A, which as of the date of this Agreement is its Form ADV, Part 2A as most recently filed with the SEC, and relevant Form ADV Parts 2B, and Adviser hereby acknowledges receipt thereof on behalf of itself and on behalf of the Trust. The Sub-Adviser promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser as required by applicable law, and Adviser and Trust hereby consent to the electronic delivery thereof. Such amendments shall conform in all material respects to the requirements of the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-AdviserAdviser in advance of such assignment or change in control, including any change of its general partners or 25% shareholders or 25% limited partners, as applicableto the extent reasonably practicable to do so, and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. For purposes of the foregoing, “senior management” shall mean the Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Operating Officer, and General Counsel of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, associated with any proxy statement, information statement, and/or other disclosure documents that are necessary to permit the Sub-Adviser to continue to provide sub-advisory services to the Fund and are arising out of an assignment or change in each case prior control. G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser with notification of any materially adverse changes to or cancellation of such coverage. The Sub-Adviser will maintain its insurance coverage at least at the amounts considered commercially reasonable and appropriate under current industry practice for an investment adviser of the size and with the business model of the Sub-Adviser, as soon after such may change as possiblefrom time to time. (e) H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the name of the Adviser in a representative client list of the Sub-Adviser, as well as the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms for or on behalf of any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree in writing that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent that the loss of such professionals materially impairs the Sub-Adviser’s ability to provide services of comparable quality and such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority concerning the investment team that manages a Fund or that directly relates to or otherwise materially and adversely affects a Fund or the Sub-Adviser’s ability to manage the Fund. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser promptly of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 AM GLOBAL Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM GLOBAL Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM GLOBAL Americas 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 AMGLOBAL Americas, the Sub-Adviser shall permit UBS Global AMGLOBAL Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM GLOBAL Americas 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 GLOBAL Americas at least annually. (d) The Sub-Adviser shall provide notice to UBS GLOBAL Americas within a reasonable time after being informed or learning of the death or withdrawal of any if its partners, upon the admission of any new partners or upon any other change in its membership. (e) The Sub-Adviser will notify UBS Global AM GLOBAL Americas of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partnersshareholders, 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 as soon promptly after such change as possiblechange. (ef) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM GLOBAL Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMGLOBAL Americas. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMAmericas. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any Adviser in advance of such assignment or change of its general partners or 25% shareholders or 25% limited partners, as applicable, control and promptly notify the Trust and the Adviser of any changes in the key personnel who are either the portfolio manager(s) of a Fund or the Portfolio or senior management executive committee of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol of the Sub-Adviser. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals for the Fund to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority concerning the investment team that manages a Fund or that directly relates to or otherwise materially and adversely affects a Fund or the Sub-Adviser’s ability to manage the Fund. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days The Sub-Adviser will promptly provide the Adviser with copies of any material amendments thereto. As requested, the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer Chief Operating Officer or Chief Compliance Officer of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) H. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. I. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior portfolio managers providing services to the Fund to the extent such senior portfolio managers are not replaced promptly with professionals of comparable experience and quality. J. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is the subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; of (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AMto the Adviser or the Trust with respect to the foregoing matters, the Trust, their affiliates materially inaccurate or agentsincomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Trust with a copy of such code of ethics. On at least an annual basis, together with evidence of its adoption. Within fifteen 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 will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to UBS Global AM the Adviser that the Sub-Adviser has and its Access Persons have 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 Code of ethics orEthics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, if the Sub-Adviser agrees to promptly provide to the Adviser such a violation information as the Adviser may reasonably request in connection therewith. C. The Sub-Adviser has occurredadopted and implemented written policies and procedures, that appropriate action was taken in response as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to such violationprevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon the written request of UBS Global AMreasonable request, the Sub-Adviser shall permit UBS Global AM, its employees or its agents provide the Adviser with access to examine the reports required records relating to be made by such policies and procedures as they relate to the Allocated Assets. The Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Sub-Adviser’s code of ethics, attesting to such written policies and procedures. (c) D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, the Advisers Act. E. The Sub-Adviser confirms that neither it nor its employees and agents from trading on general partner is an affiliated person as defined in the basis of any material non-public information provided by UBS Global AM1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii), their affiliates to the best of its knowledge, any trustee or agentsofficer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. 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 AM GLOBAL Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM GLOBAL Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM GLOBAL Americas 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 AMGLOBAL Americas, the Sub-Adviser shall permit UBS Global AMGLOBAL Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM GLOBAL Americas 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 GLOBAL Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM GLOBAL Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM GLOBAL Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMGLOBAL Americas. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in material compliance and shall at all times continue to comply in all material respects with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly duly-authorized officer of the Sub-Adviser shall certify to UBS Global AM Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. Sub-Adviser adviser (i) is registered with the SEC 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM Adviser and the Board Fund with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Portfolio, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Portfolio. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM with Adviser and the Fund, and Adviser and the Fund acknowledge having received, a copy of its Sub-adviser’s Form ADV, ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser and the Fund. (d) The D. Sub-adviser has provided Adviser will notify UBS Global AM and the Fund, and Adviser and the Fund acknowledge having received, a description or copy 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented adviser’s policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings for voting proxies relating to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The client securities and information concerning how they can obtain information concerning how Sub-Adviser further represents that it implemented policies and procedures adviser has voted proxies relating to prevent it, its employees and agents from trading on securities held by the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsPortfolio.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, represents and warrants and agrees as followsto the Adviser that: (a) The Sub-Adviser (i) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”) (and will continue to be so registered for so long as this Sub-Advisory Agreement remains in effect; ); (iib) It is not prohibited by the 1940 IC Act or the Advisers Act from performing the services contemplated by this Sub-Advisory Agreement; ; (iiic) It has met, and will seek to continue to meet for so long as this Sub-Advisory 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 Sub-Advisory Agreement; ; (ivd) has the authority to enter into and perform the services contemplated by this Agreement; and (v) It will promptly notify UBS Global AM the Adviser and the Fund 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 IC 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(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 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 as soon after such change as possible.; (e) The Sub-Adviser agrees that neither it nor any is a limited liability company duly organized and validly existing under the laws of its affiliates, will in any way refer directly or indirectly to its relationship the State of New York with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM.power to carry on its business as it is now being conducted; (f) The Sub-Adviser hereby represents that it has implemented policies will provide a back-up certification in a form reasonably satisfactory to each party relating to each annual and procedures that will prevent the disclosure semi-annual report filed on Form N-CSR by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. ; (g) The Sub-Adviser further represents that it implemented has adopted, maintains and implements written compliance policies and procedures as required by Rule 206(4)-7 of the Advisers Act, including written policies and procedures with regard to prevent itthe protection of customer records and information, as required by Regulation S-P. The Sub-Adviser will provide the Adviser with a summary of its employees policies and agents from trading on procedures and, upon reasonable request by the basis of Adviser, shall either (i) certify that the Sub-Adviser has complied in all material respects with such policies and procedures or (ii) provide a written report to the Adviser describing any material nonviolations of such policies and procedures; and (h) The Sub-public information provided by UBS Global AM, Adviser has adopted proxy voting policies which comply in all material respects with the Trust, their affiliates or agentsrequirements of the 1940 Act.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, ; UBS Global AM Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMAmericas. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics17j-1(d)(1). (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any material amendments thereto. The Sub-Adviser will maintain its insurance coverage in the amount as reasonably determined by the Sub-Adviser. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by law, rule, regulation or upon the request of a governmental authority. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms involving securities or issuers of securities held in, or formerly held in, each Fund without providing reasonable notice to the Adviser and the Trust. The Sub-Adviser will not exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals providing services to each Fund to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser as promptly as possible of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as followsthat: (a) The Sub-Adviser is a statutory trust duly established, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; (ib) Sub-Adviser is duly registered as an “investment adviser adviser” under the Advisers Act Act; (c) Sub-Adviser has been duly appointed by the Board and shareholders of the Fund(s) to provide investment services to the Fund(s) as contemplated by the Advisory Agreement and is authorized to delegate any and all of its duties and obligations thereunder; (d) the execution, delivery and performance of this Agreement are within Sub- Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act violate 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, constitute a default under any other applicable federal law or state requirements, regulation or the applicable requirements of any regulatory decree, order, judgment, agreement or industry selfinstrument binding on Sub-regulatory agency, Adviser or under Sub- Adviser’s declaration of trust; (e) no consent of any applicable governmental authority or body is necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority for Sub- Adviser to enter into and perform the services contemplated by this Agreement; , except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (vf) Sub-Adviser will promptly notify UBS Global AM Sub-Subadviser in writing of the occurrence of any event that would disqualify which is likely to have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation the existence of any pending or reasonably anticipated audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of or the 1940 Act Funds conducted by any state or otherwise.federal governmental regulatory authority; and (bg) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effectconstitutes a legal, 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 valid and that there has been no material violation of the binding obligation enforceable against 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(c)(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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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, with respect to violations of the Sub-Adviser’s code of ethics affecting the Portfolio or Segment, the Sub-Adviser shall permit UBS Global AM, its employees or its agents to examine the reports (or summaries of reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(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 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 Segment or senior management of the Sub-AdviserAdviser (defined as a member of senior management with the designation ‘chief’), in each case prior to or as soon after such change as possiblepracticable. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that that, except as otherwise disclosed below, it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser has entered into an agreement with State Street Bank and Trust Company (“State Street”) to provide certain compliance monitoring services to the Sub-Adviser with respect to its registered investment company clients whose portfolios may include certain types of instruments, including derivatives. In order to utilize this service, the Sub-Adviser will provide holdings, transaction data and other information to State Street on a daily basis. UBS Global AM hereby consents to the Sub-Adviser providing such information relating to the Trust and the Portfolio or Segment to State Street. (g) The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Context Advisers 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Context Advisers and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Context Advisers 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 AMContext Advisers, the Sub-Adviser shall permit UBS Global AMContext Advisers, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM Context Advisers with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM Context Advisers at least annually. (d) The Sub-Adviser will notify UBS Global AM Context Advisers 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 Fund or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the PortfolioFund, UBS Global AM Context Advisers or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMContext Advisers. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AMContext Advisers, the Trust’s custodian, or other persons expressly designated by UBS Global AMContext Advisers. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AMContext Advisers, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by Context Advisers to fulfill any disclosure and reporting obligations of Context Advisers with respect to the Fund under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any change proposed assignment (as defined in the Investment Company Act) of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, this Agreement and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide UBS Global AM has provided the Adviser and the Board Trust with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM Adviser and the Trust with a copy of its Form ADV, ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser. (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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas with a copy of its Form ADV, 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The UBS Global Americas and the Sub-Adviser agrees agree that neither it of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Trust, the Portfolio, UBS Global AM one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe other, which consent will be promptly provided and not unreasonably withheld. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 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 Rule 204A-1 under the Advisers 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 fifteen forty-five 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Trust with a copy of such code of ethics. On at least an annual basis, together with evidence of its adoption. Within fifteen 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 will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to UBS Global AM the Adviser that the Sub-Adviser has and its Access Persons have 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 Code of ethics or, if such Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred, that appropriate action was taken in response occurred with respect to such violation. Upon the written request of UBS Global AMAllocated Assets, the Sub-Adviser shall permit UBS Global AMagrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, its employees or its agents as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to examine prevent violations of the reports required to be made Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser’s code of ethics, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. (c) D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, the Advisers Act. E. The Sub-Adviser confirms that neither it nor its employees and agents from trading on general partner is an affiliated person as defined in the basis of any material non-public information provided by UBS Global AM1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii), their affiliates to the best of its knowledge, any trustee or agentsofficer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a1) 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. (b2) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers 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 fifteen 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 Advisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics17j-1. (c3) 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. UBS Global AM understands that the Sub-Adviser is part of a worldwide, full-service investment banking, broker-dealer, asset management organization, and as such, the Sub-Adviser and its affiliates and their managing directors, directors, officers and employees have multiple interests as more fully disclosed in the Sub-Advisers Form ADV Part II as may be amended from time to time. (d4) 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer the Chief Compliance 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 Advisers 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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s Advisers code of ethicsethics as applicable to this Agreement. (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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliatesaffiliates under its control, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The . Notwithstanding, the Sub-Adviser hereby represents that is permitted to disclose information necessary for it has implemented policies to perform its duties under this Agreement to banks, brokers, dealers and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsfinancial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. 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 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 Rule 204A-1 under the Advisers 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 fifteen 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 adopted procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating the requirements Sub-Adviser's code of Rule 17j-1 during the previous year ethics 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 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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Trust with a copy of such code of ethics. On at least an annual basis, together with evidence of its adoption. Within fifteen 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 will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to UBS Global AM the Adviser that the Sub-Adviser has and its Access Persons have 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 Code of ethics orEthics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, if the Sub-Adviser agrees to promptly provide to the Adviser such a violation information as the Adviser may reasonably request in connection therewith. C. The Sub-Adviser has occurredadopted and implemented written policies and procedures, that appropriate action was taken in response as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to such violationprevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon the written request of UBS Global AMreasonable request, the Sub-Adviser shall permit UBS Global AM, its employees or its agents provide the Adviser with access to examine the reports required records relating to be made by such policies and procedures as they relate to the Allocated Assets. The Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Sub-Adviser’s code of ethics, attesting to such written policies and procedures. (c) D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, its employees and agents from trading on the basis of any material nonAdvisers Act. E. The Sub-public information provided by UBS Global AMAdviser confirms that it is not an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust, their affiliates ; or agents(iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Trust with a copy of such code of ethics. On at least an annual basis, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effectupon request, a duly authorized officer of the Sub-Adviser shall certify will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to UBS Global AM the Adviser that the Sub-Adviser has and its Access Persons have 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 Code of ethics orEthics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, if the Sub-Adviser agrees to promptly provide to the Adviser such a violation information as the Adviser may reasonably request in connection therewith. C. The Sub-Adviser has occurredadopted and implemented written policies and procedures, that appropriate action was taken in response as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to such violationprevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and supervised persons. Upon the written request of UBS Global AMreasonable request, the Sub-Adviser shall permit UBS Global AM, its employees or its agents provide the Adviser with access to examine the reports required records relating to be made by such policies and procedures as they relate to the Allocated Assets. The Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Sub-Adviser’s code of ethics, attesting to such written policies and procedures. (c) D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, the Advisers Act. E. The Sub-Adviser confirms that neither it nor its employees and agents from trading on general partner is an affiliated person as defined in the basis of any material non-public information provided by UBS Global AM1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust, their affiliates ; or agents(iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. 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 effectAct; (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 Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 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 as soon promptly after such change as possiblechange. (ed) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM ▇▇▇▇▇▇▇ or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM▇▇▇▇▇▇▇. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management a Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control. G. The Sub-Adviser, Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in each case prior to or as soon after such change as possiblethe summary. (e) The H. Other than with respect to information already in the public domain, the Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants 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-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 immediately notify UBS Global AM Adviser 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 (the “Sub-Adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM and the Board Adviser with a copy of such code of ethicsthe Sub-Adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-Adviser Code. On a quarterly basis, the last calendar quarter of each year Sub-Adviser will either: (i) certify to Adviser that this Agreement is in effectthe Sub-Adviser and its Access Persons have complied with Sub-Adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-Adviser shall certify Code which have occurred with respect to UBS Global AM the Fund. In addition, the Sub-Adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-Adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-Adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies 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 adopted procedures reasonably necessary to such violation. Upon the written request of UBS Global AM, prevent Access Persons from violating 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethicsCode. (c) The Sub-Adviser has provided UBS Global AM with the Adviser, and the Adviser acknowledges having received, a description or copy of its Form ADVthe Sub-Adviser’s policies and procedures for voting proxies relating to client securities and information concerning how they can obtain information concerning how the Sub-Adviser has voted proxies relating to securities held by the Fund. The Sub-Adviser shall promptly, as most recently filed with but in any event within five business days, inform the SEC, Adviser of any material changes to such policies and promptly will furnish a copy of all amendments to UBS Global AM at least annuallyprocedures. (d) The Sub-Adviser has adopted and implemented written policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act (copies of which have been provided to the Adviser, receipt of which is hereby acknowledged by the Adviser) reasonably designed to prevent violation, by the Sub-Adviser and its supervised persons, at all times of all applicable provisions of the Advisers Act, and any rules and regulations adopted thereunder. The Sub-Adviser shall promptly, but in any event within five business days, notify the Adviser of any material changes in the written policies and procedures. (e) The Sub-Adviser shall be responsible for ensuring that the Portfolio: (i) complies with the diversification requirements of Section 817(h) of the Code and regulations issued thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (ii) continuously qualifies as a regulated investment company under Sub-Chapter M of the Code. (f) The Sub-Adviser shall be responsible for ensuring compliance, by itself and its supervised persons, with the provisions of the Registration Statement and the Articles and Bylaws of the Fund. (g) In order that the Board and the Fund’s chief compliance officer may fulfill their obligations under Rule 38a-1 under the 1940 Act (and in addition to, and without limiting, its duties and obligations under other provisions of this Agreement), the Sub-Adviser agrees that (i) the policies and procedures established by the Sub-Adviser for managing the Portfolio, including, but not limited to all policies and procedures designed to ensure compliance with applicable federal and state laws and regulations governing the Sub-Adviser/client relationship and management and operation of the Portfolio, shall be made available for inspection by the Adviser and its authorized representatives, including the Fund’s and the Adviser’s chief compliance officers, not less frequently than annually; (ii) the Fund’s chief compliance officer, and her (or his) agents and representatives, shall have reasonable access to the Sub-Adviser’s directors, officers, and employees, and reasonable access to the Sub-Adviser’s offices and facilities; and (iii) it will complete and promptly return to the Fund quarterly and annual due diligence questionnaires provided by the Fund. (h) The Sub-Adviser will notify UBS Global AM the Fund and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners partners, controlling persons or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management to the Executive Board of the Sub-Adviser, in each case prior to or as soon such change if possible but in any event not later than promptly after such change as possiblechange. The Sub-Adviser agrees to bear all reasonable expenses of the Fund and Adviser, if any, arising out of such change. (ei) The Sub-Adviser agrees that neither it nor any to maintain an appropriate level of its affiliates, will in any way refer directly errors and omissions or indirectly professional liability insurance coverage equal to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMnot less than $5,000,000. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 AM ▇▇▇▇▇▇▇ Advisors 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM ▇▇▇▇▇▇▇ Advisors and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM ▇▇▇▇▇▇▇ Advisors 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 AM▇▇▇▇▇▇▇ Advisors, the Sub-Adviser shall permit UBS Global AM▇▇▇▇▇▇▇ Advisors, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM ▇▇▇▇▇▇▇ Advisors 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 ▇▇▇▇▇▇▇ Advisors at least annually. (d) The Sub-Adviser will notify UBS Global AM ▇▇▇▇▇▇▇ Advisors 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM ▇▇▇▇▇▇▇ Advisors or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM▇▇▇▇▇▇▇ Advisors. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that, to the best of its knowledge, the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide UBS Global AM Act, and the Board with Adviser and the Trust acknowledge receipt of a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. (c) C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its supervised persons. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser and Sub-Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, its employees and agents from trading on the basis of any material nonAdvisers Act. E. The Sub-public information provided by UBS Global AMAdviser confirms that it is not an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust, their affiliates ; or agents(iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM Adviser and the Board Company with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM with Adviser and the Company, and Adviser and the Company acknowledge having received, a copy of its Sub-adviser’s Form ADV, ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and Sub-adviser will, promptly after filing any material amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any material amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser and the Company. (d) The D. Sub-adviser has provided Adviser and the Company, and Adviser and Company acknowledge having received, a description or copy of Sub-adviser’s policies and procedures for voting proxies relating to client securities and information concerning how they can obtain information concerning how Sub-adviser has voted proxies relating to securities held by the Fund. E. Sub-Adviser will notify UBS Global AM of any change of control has provided Adviser and the Company, and Adviser and the Company acknowledge having received, a copy of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, adviser’s compliance policies and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the procedures relevant to Sub-Adviser, in each case prior ’s investment advisory activities that were adopted pursuant to or as soon after such change as possibleRule 206(4)-7 under the Advisers Act. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Investment Company 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 the Adviser 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 Investment Company 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 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 the Adviser 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 The Sub-Adviser shall permit UBS Global AM, its employees or its agents to examine will notify the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant to of any change of control of the Sub-Adviser’s code , as applicable, and any changes in the key personnel who are either the portfolio manager(s) of ethics. (c) the Fund or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. The Sub-Adviser has provided UBS Global AM the Adviser with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM the Adviser at least annually. (d) . The Sub-Adviser will notify UBS Global AM cooperate promptly and fully with the Adviser and/or the Board of Trustees in responding to any change of control of regulatory or compliance examinations or inspections (including information requests) relating to the Sub-AdviserFund or the Adviser brought by any governmental or regulatory authorities having appropriate jurisdiction (including, including any change of its general partners or 25% shareholders or 25% but not limited partnersto, 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 as soon after such change as possible. (e) SEC). The Sub-Adviser agrees will maintain separate detailed records of all matters pertaining to it provision of investment advice and services to the Fund hereunder. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 under the Investment Company Act that neither it nor any of its affiliates, will in any way refer directly are prepared or indirectly to its relationship with maintained by the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents on behalf of the Trust’s portfolio holdings Fund are the property of the Fund and will be provided promptly to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated Fund upon request by UBS Global AMthe Adviser and/or the Board of Trustees. The Sub-Adviser further represents that it implemented policies and procedures agrees to prevent it, its employees and agents from trading on preserve for the basis of any material non-public information provided by UBS Global AM, periods prescribed in Rule 31a-2 under the Trust, their affiliates or agentsInvestment Company Act the records required to be maintained under Rule 31a-1 under the Investment Company Act.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under has provided the Advisers Act and will provide UBS Global AM Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto upon request. As requested, the last calendar quarter of each year that this Agreement is in effect, chief compliance officer or a duly authorized compliance officer of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine appropriate information regarding the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other appropriate records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear reasonable expenses of the Trust, if any, associated with any information statements and/or other disclosure materials that are for the primary benefit of the Sub-Adviser and are necessary to permit the Sub-Adviser to continue to provide sub-advisory services to the Fund arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will, upon request, promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts considered commercially reasonable and appropriate under current industry practices. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. The Adviser hereby gives consent for the Sub-Adviser to use the name of the Adviser, the Trust, and/or the Funds for use in the Sub-Adviser’s client list and marketing materials. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority relating to the services provided under this Agreement. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. In addition, the Sub-Adviser has provided UBS Global Americas with certain disclosures required by the U.K. Financial Services Authority. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The UBS Global Americas and the Sub-Adviser agrees agree that neither it of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Trust, the Portfolio, UBS Global AM one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe other, which consent will be promptly provided and not unreasonably withheld. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant 17j-1 with respect to access persons of the Sub-Adviser’s code of ethicsPortfolio. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 in each case prior to or promptly after such change. In addition, the Sub-Adviser will notify UBS Global Americas of 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 Adviser as soon as practicable after such change as possiblechange. (e) The UBS Global Americas and the Sub-Adviser agrees agree that neither it of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Trust, the Portfolio, UBS Global AM one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe other, which consent will be promptly provided and not unreasonably withheld. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 immediately notify UBS Global AM EII of the occurrence of any an 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM and the Board EII with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 45 days of after the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM EII 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 AMEII, the Sub-Adviser shall permit UBS Global AMEII, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM EII with a copy of its Form ADV, ADV as most recently filed with the Securities and Exchange Commission ("SEC") and will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will furnish a copy of all amendments such amendment to UBS Global AM at least annuallyEII. (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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 (except as provided in Section 9(d) of this Agreement) 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 GLOBAL Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM GLOBAL Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM GLOBAL Americas 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 AMGLOBAL Americas, the Sub-Adviser shall permit UBS Global AMGLOBAL Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM GLOBAL Americas 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 GLOBAL Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM GLOBAL Americas 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM GLOBAL Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The GLOBAL Americas. Notwithstanding, the Sub-Adviser hereby represents that is permitted to disclose information necessary for it has implemented policies to perform its duties under this Agreement to banks, brokers, dealers and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsfinancial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of the last calendar quarter of each year that this Agreement is in effectAdviser any amendments thereto. As requested, a duly authorized officer of Chief Operating Officer the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS AM to fulfill any disclosure and reporting obligations of UBS AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(117j-1(c)(2) 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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(1) and all other records relevant to the Sub-Adviser’s '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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, third party proxy voting vendors or other vendors engaged by the Sub-Adviser in order to furnish services to the Fund or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) The Sub-Adviser hereby represents, warrants and agrees that: (1) it will register with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and become a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president 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(c)(1) 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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 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(c)(1) 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 as soon promptly after such change as possiblechange. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(117j-1(d)(1) and all other records relevant to the Sub-Adviser’s code of ethics, provided, however, that with respect to the “other records” referenced above, Sub-Adviser will only be obligated to provide information that is part of an employee’s file to the extent the employee involved is a portfolio manager of a Fund or the violation involves a material breach of the code by an individual who is materially involved in Sub-Adviser’s provision of services under this Agreement. The Adviser agrees to keep the reports provided by the Sub-Adviser confidential. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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, with respect to violations of the Sub-Adviser’s code of ethics affecting the Portfolio or Segment, the Sub-Adviser shall permit UBS Global AM, its employees or its agents to examine the reports (or summaries of reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(117j-1(c) (1) and all other records relevant to evidencing enforcement of 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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. UBS Global AM acknowledges that the Sub-Adviser manages other accounts, which may include other mutual funds, that follow the same investment strategy as the Portfolio and that those other accounts may have different portfolio holdings disclosure policies. The Sub-Adviser hereby represents that any such disclosure by Sub-Adviser does not and will not indicate that the Portfolio follows the same strategy.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effectAct; (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 Rule 204A-1 under the Advisers 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 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a duly authorized officer vice-president 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 '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(c)(1) 17j-1 and all other records relevant to the Sub-Adviser’s '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 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 as soon promptly after such change as possiblechange. (ed) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants warrants, and agrees as follows: (a) The A. 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 immediately notify UBS Global AM Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The B. Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under Act, as may be amended from time to time, and, has provided the Advisers Act and will provide UBS Global AM Adviser and the Board Trust with a copy of such code of ethicsthe Sub-adviser Code, together with evidence of its adoption. Within fifteen days of The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the end of Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the last calendar quarter of each year that this Agreement is in effectSub-adviser Code with respect to the Fund, a duly authorized officer or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser shall certify and the Board a written report that (a) describes any issues arising under the Sub-adviser Code since the last report to UBS Global AM the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of adopted procedures reasonably necessary to prevent Access Persons from violating 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 adviser Code. C. 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(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) The Sub-Adviser adviser has provided UBS Global AM with Adviser and the Trust, and Adviser and the Trust acknowledge having received, a copy of its Sub-adviser’s Form ADV, ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to UBS Global AM at least annuallyAdviser and the Trust. (d) The D. Sub-adviser has provided 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, and Adviser and the PortfolioTrust acknowledge having received, UBS Global AM a description or any copy of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented adviser’s policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings for voting proxies relating to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The client securities and information concerning how they can obtain information concerning how Sub-Adviser further represents that it implemented policies and procedures adviser has voted proxies relating to prevent it, its employees and agents from trading on securities held by the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agentsFund.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, 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, 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any Adviser in advance of such assignment or change of its general partners or 25% shareholders or 25% limited partners, as applicable, control and promptly notify the Trust and the Adviser of any changes in the key personnel who are either the portfolio manager(s) of a Fund or the Portfolio or senior management executive committee of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol of the Sub-Adviser. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals for the Fund to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AM, to the Trust, their affiliates Adviser or agentsthe Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; 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 Rule 204A-1 under the Advisers 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 fifteen forty-five days of the end of the last calendar quarter of each year that this Agreement Contract is in effect, the president or a duly authorized officer vice-president 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 '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 to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) The Sub-Adviser has provided UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with a copy of its Form ADV, which as of the date of this Agreement is 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 partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio Fund or senior management of the Sub-Adviser, in each case prior to to, or as soon after promptly after, such change as possiblechange. (e) The Sub-Adviser agrees that neither it it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the PortfolioFund, UBS Global AM ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. 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 AM Americas 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 Rule 204A-1 under the Advisers Act and will provide UBS Global AM Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 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 Americas 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 AMAmericas, the Sub-Adviser shall permit UBS Global AMAmericas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s code of ethics17j-1. (c) The Sub-Adviser has provided UBS Global AM Americas 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 Americas at least annually. (d) The Sub-Adviser will notify UBS Global AM Americas 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 as soon promptly after such change as possiblechange. (e) The UBS Global Americas and the Sub-Adviser agrees agree that neither it of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Trust, the Portfolio, UBS Global AM one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AMthe other, which consent will be promptly provided and not unreasonably withheld. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, 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 its 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 Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund; provided however, that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, and represents and warrants that, with respect to the disclosure therein about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus and SAI contain, as of the date hereof, no untrue statement of any material fact and do not omit any statement of a material fact necessary to make the statements contained therein not misleading. The Sub-Adviser will promptly review any amendment from time to time to such Prospectus and SAI provided to it by the Adviser or the Trust, and will notify them of any untrue statement of any material fact therein, and any statement of a material fact therein necessary to make the statements contained therein not misleading, with respect to the disclosure therein about the Sub-Adviser or information relating to the Sub-Adviser. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide UBS Global AM the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of Adviser any amendments thereto. As requested, the last calendar quarter of each year that this Agreement is in effectpresident, Chief Operating Officer or a duly authorized officer vice-president of the Sub-Adviser shall certify to UBS Global AM the Adviser 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 material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AMthe Adviser, the Sub-Adviser shall permit UBS Global AMthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s 's code of ethics. (c) E. The Sub-Adviser has provided UBS Global AM the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to UBS Global AM at least annuallythe Adviser. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act. (d) F. The Sub-Adviser will promptly notify UBS Global AM the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Portfolio a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to or as soon after such change as possiblecontrol of the Sub-Adviser. (e) G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees that neither it it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Portfolio, UBS Global AM Adviser or any of their respective affiliates in written offering, marketing or other promotional materials without the express written consent of UBS Global AMthe Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. (f) I. The Sub-Adviser hereby represents will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a "material adverse change" shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent (i) such professionals provide services to a Fund, and (ii) are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it has implemented policies and procedures is subject to a statutory disqualification that will prevent prevents the disclosure Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, SEC or other persons expressly designated by UBS Global AMregulatory authority. The Sub-Adviser further represents that it implemented policies agrees to notify the Trust and procedures to prevent it, its employees and agents from trading on the basis Adviser immediately of any material nonfact known to the Sub-public Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided by UBS Global AMto the Adviser or the Trust with respect to the foregoing matters, the Trust, their affiliates materially inaccurate or agentsincomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. 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 Rule 204A-1 under the Advisers 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 fifteen 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(c)(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 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 as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will are reasonably designed to prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser further represents that it has implemented policies and procedures that are reasonably necessary to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is exempt from registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor with respect to the Portfolio and will notify UBS Global AM prior to any change in such exempt status; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the National Futures Association to the extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the National Futures Association (the “NFA”).

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) 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; 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 agencyorganization, 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 the Adviser 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. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. (b) B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and and, if it has not already done so, will provide UBS Global AM the Adviser and the Board Trust with a copy of such code of ethics. On at least an annual basis, together with evidence of its adoption. Within fifteen 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 will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to UBS Global AM the Adviser that the Sub-Adviser has and its Access Persons have 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 Code of ethics or, if such Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred, that appropriate action was taken in response occurred with respect to such violation. Upon the written request of UBS Global AMAllocated Assets, the Sub-Adviser shall permit UBS Global AMagrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, its employees or its agents as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to examine prevent violations of the reports required to be made Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser pursuant to Rule 17j-1(c)(1) and all other records relevant shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser’s code of ethics, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. (c) D. The Sub-Adviser has provided UBS Global AM the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV, ADV as most recently filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment 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 as soon after such change as possible. (e) . The Sub-Adviser agrees that neither it nor any to maintain the completeness and accuracy of its affiliates, will registration on Form ADV in any way refer directly or indirectly to its relationship accordance with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AMAdvisers Act. The Sub-Adviser further represents acknowledges that it implemented policies is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and procedures to prevent it, the Advisers Act. E. The Sub-Adviser confirms that neither it nor its employees and agents from trading on general partner is an affiliated person as defined in the basis of any material non-public information provided by UBS Global AM1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust, their affiliates ; or agents(iii) any trustee or officer of the Trust.