AMENDMENT TO SUBADVISORY AGREEMENT
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
AMENDMENT made as of this 29th day of April 2005 to the Subadvisory
Agreement dated April 30, 2003 (the "Agreement"), between ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Management Services, LLC (formerly, Manufacturers Securities
Services, LLC), a Delaware limited partnership (the "Adviser"), and UBS Global
Asset Management (Americas) Inc., a Delaware corporation (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement, "Compensation of Subadviser," is hereby
amended:
to add the following portfolio (a "Portfolio"):
Large Cap Trust
2. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Subadviser agrees to treat Trust portfolio holdings as confidential
information in accordance with the Trust's "Policy Regarding Disclosure of
Portfolio Holdings," as such policy may be amended from time to time, and to
prohibit its employees from trading on any such confidential information.
2. EFECTIVE DATE
This Amendment shall become effective with respect to each portfolio on the
later to occur of: (i) approval of the Amendment by the Board of Trustees of
▇▇▇▇ ▇▇▇▇▇▇▇ Trust and (ii) execution of the Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
SERVICES, LLC
BY: ▇▇▇▇ ▇▇▇▇▇▇▇ LIFE INSURANCE
COMPANY (U.S.A.),
ITS MANAGING MEMBER
By:
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Executive Vice President,
Secretary and General Counsel
UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
By:
---------------------------------
APPENDIX A
The Subadviser shall serve as investment subadviser for the following
portfolio of the Trust. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement, the fee computed
separately for each such Portfolio at an annual rate as follows (the "Subadviser
Percentage Fee"):
BETWEEN BETWEEN
$50,000,000 $200,000,000
FIRST AND AND EXCESS OVER
PORTFOLIO $50,000,000 $200,000,000 $500,000,000 $500,000,000
--------- ----------- ------------ ------------ ------------
UBS Global Allocation Trust... 0.40% 0.40% 0.40% 0.35%
BETWEEN
$250,000,000
FIRST AND EXCESS OVER
PORTFOLIO $250,000,000 $500,000,000 $500,000,000
--------- ------------ ------------ ------------
Large Cap Trust............... 0.40% 0.35% 0.30%
The Subadviser Percentage Fee for each Portfolio shall be accrued for each
calendar day and the sum of the daily fee accruals shall be paid monthly to the
Subadviser. The daily fee accruals will be computed by multiplying the fraction
of one over the number of calendar days in the year by the applicable annual
rate described in the preceding paragraph, and multiplying this product by the
net assets of the Portfolio as determined in accordance with the Trust's
prospectus and statement of additional information as of the close of business
on the previous business day on which the Trust was open for business.
If this Agreement becomes effective or terminates before the end of any
month, the fee (if any) for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
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