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 1940 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 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, 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 any loss, mistake, negligence or misconduct caused by such third party. The Sub-Advisor will promptly notify UBS Global AM if it wishes to use persons permitted under Section 17 (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 1940 Act1000 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 ’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, 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 any loss, mistake, negligence or misconduct caused by such third party. The Sub-Advisor will promptly notify UBS Global AM if it wishes to use persons permitted under Section 17 (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 1940 Act1000 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 ’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 AgreementAgreement (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 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 any loss, mistake, negligence its own acts or misconduct caused by such third partyomissions under this Agreement. The Sub-Advisor will promptly notify UBS Global AM if it wishes to use persons permitted under Section 17 (a14(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 1940 Act0000 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 ’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, 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 any loss, mistake, negligence or misconduct caused by such third party. The Sub-Advisor will promptly notify UBS Global AM if it wishes to use persons permitted under Section 17 (a) above.