Common use of Delegation to Third Parties Clause in Contracts

Delegation to Third Parties. Except where prohibited by applicable law or regulation, the Sub-Adviser may (a) use persons employed by an “affiliated person” (as defined in the 1000 Xxx) of the Sub-Adviser, each of whom shall be a “supervised person” of or “person associated with” the Sub-Adviser (as defined in the Advisers Act) and, if an “access person” (as defined in Rule 17j-1 under the 1940 Act), subject to the Sub-Advisor’s code of ethics (as discussed in Section 7(b), to assist in the performance of any or all of the services or functions provided by the Sub-Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff and (b) delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services (other than investment management services) required to enable the Sub-Adviser to perform its functions under this Agreement (the foregoing shall permit Sub-Adviser to utilize unaffiliated third-party data service providers in effecting compliance with the investment guidelines and/or instructions from UBS AM, the Trust or the Portfolio), but the Sub-Adviser’s liability to UBS AM or the Portfolio shall not be affected thereby and the Sub-Adviser shall be solely responsible for any fees, charges or expenses owed to such persons. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about UBS AM and the Portfolio or Segment to any such affiliate or other third party for the purposes of this paragraph, provided that such affiliate or other third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be responsible for its own acts or omissions under this Agreement. The Sub-Advisor will promptly notify UBS AM if it wishes to use persons permitted under Section 14(a) above.

Delegation to Third Parties. Except where prohibited by applicable law or regulation, the Sub-Adviser may (ai) use persons employed by an “affiliated person” (as defined in the 1000 Xxx) of the Sub-Adviser, each of whom shall be treated as a “supervised person” of or “person associated with” the Sub-Adviser (as defined in the Advisers Act) and, if an “access person” (as defined in Rule 17j-1 under the 1940 Act), subject to the Sub-Advisor’s code of ethics (as discussed in Section 7(b), to assist in the performance of any or all of the services or functions provided by the Sub-Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff and (bii) delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services (other than investment management services) required to enable the Sub-Adviser to perform its functions under this Agreement (the foregoing shall permit Sub-Adviser to utilize unaffiliated third-party data service providers in effecting compliance with the investment guidelines and/or instructions from UBS AM, the Trust or the Portfolio)Agreement, but the Sub-Adviser’s liability to UBS AM the Adviser or the Portfolio Fund(s) shall not be affected thereby and the Sub-Adviser shall be solely responsible for any fees, charges or expenses owed to such persons. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about UBS AM the Adviser and the Portfolio Fund(s) or Segment Allocated Assets to any such affiliate or other third party for the purposes of this paragraph, provided that such affiliate or other third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for its own acts any loss, mistake, negligence or omissions under this Agreement. The Sub-Advisor will promptly notify UBS AM if it wishes to use persons permitted under Section 14(a) abovemisconduct caused by such third party.

Delegation to Third Parties. Except where prohibited If Sub-Adviser desires to delegate certain functions or services supporting the performance of its responsibilities hereunder to a third-party, whether such party is an affiliated or unrelated party, Sub-Adviser must obtain the prior written approval of Adviser of such delegation, which such approval may be withheld in Adviser’s sole and absolute discretion. Sub-Adviser may not delegate or seek to delegate the principal investment management services as set forth in Section 2 of this Agreement, which shall in all cases remain an obligation to be discharged solely and directly by the Sub-Adviser. A request by the Sub-Adviser to approve a delegation arrangement with a third-party shall be in writing and shall be accompanied by the following materials: (a) A detailed description of the services which are proposed to be delegated to the third-party; (b) Identification of the entity to whom the services are proposed to be delegated; (c) A summary of the contractual arrangement that will be in place between the Sub-Adviser and the third-party, including a description of the means by which the Sub-Adviser will conduct supervision and oversight of the third-party’s services; and (d) A summary of the due diligence review that has been conducted by the Sub-Adviser on the third-party including particularly the review of the third-party’s licensing, regulatory and charter status, as applicable, and the state of its information security program and practices, and its compliance program and practices. With respect to any request for delegation, Sub-Adviser makes the following representations and warranties to and for the benefit of the Adviser and the Company: (a) The third-party delegee is properly qualified, licensed, and registered, as may be required by applicable law or regulation, given the nature of the services that such entity will be performing; (b) The terms of the contract between the Sub-Adviser may (aand the third-party delegee require that the third-party and its employees and associated persons acting on its behalf i) use persons employed by an “affiliated person” (as defined keep confidential, and not disclose, any information obtained in the 1000 Xxx) of the Sub-Adviser, each of whom shall be a “supervised person” of or “person associated with” the Sub-Adviser (as defined in the Advisers Act) and, if an “access person” (as defined in Rule 17j-1 under the 1940 Act), subject to the Sub-Advisor’s code of ethics (as discussed in Section 7(b), to assist in connection with the performance of services to any or all of the person, other than as required to perform such services; and ii) refrain from using any such information for any purpose other than performing services or functions provided by for the Sub-Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including contract. Such contract requires the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff and (b) delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services (other than investment management services) required to enable the Sub-Adviser to perform its functions under this Agreement (the foregoing shall permit Sub-Adviser to utilize unaffiliated third-party data service providers in effecting compliance delegee to implement and maintain appropriate procedures and systems to protect the security and confidentiality of any information obtained as a result of the performance of the contract with the investment guidelines and/or instructions from UBS AM, the Trust or the Portfolio), but the Sub-Adviser’s liability . In connection with the approval of any third-party delegation hereunder, Sub-Adviser acknowledges and agrees: (a) The Sub-Adviser retains full and sole responsibility for the proper discharge and performance of all services required and contemplated by this Agreement, including, without limitation, any and all services subject to UBS AM or the Portfolio shall not be affected thereby and the an approved third-party delegation arrangement hereunder; (b) The Sub-Adviser shall be solely fully responsible for assuring compliance with the confidentiality provisions of this Agreement by the third-party delegee; (c) The Sub-Adviser shall be liable to the Adviser and the Company for any feesloss or damage arising out of, charges or expenses owed in connection with, the actions or omissions of a third-party delegee to such persons. Notwithstanding any other provision of the Agreement, same extent that the Sub-Adviser may provide information about UBS AM and the Portfolio is liable for its own actions or Segment to any such affiliate or other third party for the purposes of this paragraph, provided that such affiliate or other third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. omissions; (d) The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be is solely responsible for its own the terms of any contractual or other arrangements it has with a third-party delegee, including without limitation, all obligations related to compensation of such third-party; and (e) The Sub-Adviser shall hold harmless and indemnify the Adviser, the Company and their respective affiliates, directors, officers, shareholders, employees or agents from any loss, liability, cost, damage or expense (including attorneys’ fees and costs) suffered by any of the foregoing parties as a result of the acts or omissions under this Agreement. The Subon the part of the third-Advisor will promptly notify UBS AM if it wishes to use persons permitted under Section 14(a) aboveparty delegee.”

Delegation to Third Parties. Except where prohibited by applicable law or regulation, the Sub-Adviser may (a) use persons employed by an “affiliated person” (as defined in the 1000 Xxx1940 Act) of the Sub-Adviser, each of whom shall be a “supervised person” of or “"person associated with” " the Sub-Adviser (as defined in the Advisers Act) and, if an “"access person” " (as defined in Rule 17j-1 under the 1940 Act), subject to the Sub-Advisor’s 's code of ethics (as discussed in Section 7(b), to assist in the performance of any or all of the services or functions provided by the Sub-Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff and (b) delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services (other than investment management services) required to enable the Sub-Adviser to perform its functions under this Agreement (the foregoing shall permit Sub-Adviser to utilize unaffiliated third-party data service providers in effecting compliance with the investment guidelines and/or instructions from UBS AM, the Trust or the Portfolio)Agreement, but the Sub-Adviser’s liability to UBS Global AM or the Portfolio shall not be affected thereby and the Sub-Adviser shall be solely responsible for any fees, charges or expenses owed to such persons. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about UBS Global AM and the Portfolio or Segment to any such affiliate or other third party for the purposes of this paragraph, provided that such affiliate or other third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for its own acts any loss, mistake, negligence or omissions under this Agreementmisconduct caused by such third party. The Sub-Advisor will promptly notify UBS Global AM if it wishes to use persons permitted under Section 14(a17 (a) above.

Delegation to Third Parties. Except where prohibited by applicable law or regulation, the Sub-Adviser may (a) use persons employed by an “affiliated person” (as defined in the 1000 Xxx) of the Sub-Adviser, each of whom shall be a “supervised person” of or “person associated with” the Sub-Adviser (as defined in the Advisers Act) and, if an “access person” (as defined in Rule 17j-1 under the 1940 Act), subject to the Sub-Advisor’s code of ethics (as discussed in Section 7(b), to assist in the performance of any or all of the services or functions provided by the Sub-Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff and (b) delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services (other than investment management services) required to enable the Sub-Adviser to perform its functions under this Agreement (the foregoing shall permit Sub-Adviser to utilize unaffiliated third-party data service providers in effecting compliance with the investment guidelines and/or instructions from UBS AM, the Trust or the Portfolio)Agreement, but the Sub-Adviser’s liability to UBS Global AM or the Portfolio shall not be affected thereby and the Sub-Adviser shall be solely responsible for any fees, charges or expenses owed to such persons. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about UBS Global AM and the Portfolio or Segment to any such affiliate or other third party for the purposes of this paragraph, provided that such affiliate or other third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for its own acts any loss, mistake, negligence or omissions under this Agreementmisconduct caused by such third party. The Sub-Advisor will promptly notify UBS Global AM if it wishes to use persons permitted under Section 14(a17 (a) above.

Delegation to Third Parties. Except where prohibited by applicable law or regulation, the Sub-Adviser may (a) use persons employed by an “affiliated person” (as defined in the 1000 0000 Xxx) of the Sub-Adviser, each of whom shall be a “supervised person” of or “person associated with” the Sub-Adviser (as defined in the Advisers Act) and, if an “access person” (as defined in Rule 17j-1 under the 1940 Act), subject to the Sub-Advisor’s code of ethics (as discussed in Section 7(b), to assist in the performance of any or all of the services or functions provided by the Sub-Adviser under this Agreement to the extent not prohibited by, or inconsistent with, applicable law, including the requirements of the 1940 Act, the rules thereunder, and relevant positions of the SEC and its staff and (b) delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services (other than investment management services) required to enable the Sub-Adviser to perform its functions under this Agreement (the foregoing shall permit Sub-Adviser to utilize unaffiliated third-party data service providers in effecting compliance with the investment guidelines and/or instructions from UBS AM, the Trust or the Portfolio)Agreement, but the Sub-Adviser’s liability to UBS Global AM or the Portfolio shall not be affected thereby and the Sub-Adviser shall be solely responsible for any fees, charges or expenses owed to such persons. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about UBS Global AM and the Portfolio or Segment to any such affiliate or other third party for the purposes of this paragraph, provided that such affiliate or other third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for its own acts any loss, mistake, negligence or omissions under this Agreementmisconduct caused by such third party. The Sub-Advisor will promptly notify UBS Global AM if it wishes to use persons permitted under Section 14(a17 (a) above.