Common use of Duration and Termination Clause in Contracts

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective with respect to each Sub-Adviser upon the later of the date first above hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove written; provided, provided however, that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Trust's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from when required by the SEC without a vote of the Portfolio’s outstanding voting securities0000 Xxx. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect for until two years from after its effective datedate determined in 11(a). Thereafter, if not terminated, with respect to each Fund, this Agreement Contract shall continue automatically for successive periods of not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfoliothat Fund. (c) Notwithstanding the foregoing, with respect to the Trust or any Sub-Adviser(s), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Trust on 30 days sixty days' written notice to the such Sub-Adviser. This Agreement may also be terminated, without Adviser(s); or (ii) by the payment of any penalty, by UBS Global AM; (i) upon 120 days Adviser on sixty days' written notice to the such Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this AgreementAdviser(s); or (iii) immediately if, in the reasonable judgment of UBS Global AM, the by a Sub-Adviser becomes unable on sixty days' written notice to discharge its the Trust. Should this Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and obligations under this Agreement, including circumstances responsibilities of such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement at Contract with respect to one Sub-Adviser(s) shall not affect the continued effectiveness of this Contract with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMremaining Sub-Adviser(s). This Agreement Contract will automatically terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolioassignment.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective with respect to each Sub-Adviser upon the later of the date first above hereabove written and the date that such Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, if a Sub-Adviser is not so registered as of the date hereabove written; provided, provided however, that this Agreement Contract shall not take effect with respect to the Trust unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Trust's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from when required by the SEC without a vote of the Portfolio’s outstanding voting securities0000 Xxx. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in force and effect for until two years from after its effective datedate determined in 11(a). Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Trust's Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioTrust. (c) Notwithstanding the foregoing, with respect to the Trust or any Sub-Adviser(s), this Agreement Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Fund's Board or by a vote of a majority of the outstanding voting securities of the Portfolio Trust on 30 days sixty days' written notice to the such Sub-Adviser. This Agreement may also be terminated, without Adviser(s); or (ii) by the payment of any penalty, by UBS Global AM; (i) upon 120 days Adviser on sixty days' written notice to the such Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this AgreementAdviser(s); or (iii) immediately if, in the reasonable judgment of UBS Global AM, the by a Sub-Adviser becomes unable on sixty days' written notice to discharge its the Trust. Should this Contract be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and obligations under this Agreement, including circumstances responsibilities of such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement at Contract with respect to one or more Sub-Adviser(s) shall not affect the continued effectiveness of this Contract with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMremaining Sub-Adviser(s). This Agreement Contract will automatically terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolioassignment.

Duration and Termination. (a) This Agreement shall become effective upon Agreement, with respect to each Fund, was initially approved, and is effective, on the date first above written, dates set forth in the attached Schedule A; provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees the Trust’s Board, including a majority of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfoliothat Fund’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from when required by the SEC without a vote of the Portfolio’s outstanding voting securities0000 Xxx. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafterwith respect to each Fund until the termination date set forth in Schedule A, if not terminated, this Agreement and shall continue automatically for successive periods of twelve months each, in effect from year to year thereafter provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of the Portfoliothat Fund. (c) Notwithstanding the foregoing, with respect to any Fund(s) or any Sub-Adviser(s) this Agreement may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio such Fund(s) on 30 days sixty days’ written notice to the such Sub-Adviser. This Agreement may also be terminated, without Adviser(s); or (ii) by the payment of any penalty, by UBS Global AM; (i) upon 120 days Adviser on sixty days’ written notice to the such Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this AgreementAdviser(s); or (iii) immediately if, in the reasonable judgment of UBS Global AM, the by a Sub-Adviser becomes unable on sixty days’ written notice to discharge its the Adviser and the Trust. Should this Agreement be terminated with respect to a Sub-Adviser, the Adviser shall assume the duties and obligations under this Agreement, including circumstances responsibilities of such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate unless and until the Adviser appoints another Sub-Adviser to perform such duties and responsibilities. Termination of this Agreement at with respect to one or more Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this Agreement with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. remaining Fund(s) or Sub-Adviser(s). (d) This Agreement will shall automatically terminate automatically in the event of its assignment assignment, or upon termination of in the Investment event the Advisory Agreement, as it relates to this PortfolioAgreement is terminated.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date first above writtenwritten above, provided that that, with respect to any class of Shares of a Series, this Agreement Contract shall not take effect unless it such action has first been approved (i) by vote of a majority of the Board and by vote of a majority of those trustees of the Trust Board members who are not parties to this Agreement or interested persons of the Fund and, for a class of Shares for which a Plan of Distribution has been adopted, also have no direct or indirect financial interest in the operation of the Plan of Distribution or in any agreements related thereto (all such party (“Board members collectively being referred to herein as the "Independent Trustees”Board Members"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesaction. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in effect for two years from its effective the above written date. Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent TrusteesBoard Members, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to a class of Shares of any given Series by vote of a majority of the outstanding voting securities of the Portfoliothat class of Shares of such Series. (c) Notwithstanding the foregoing, with respect to a class of Shares of a Series, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board, by vote of a majority of the Independent Board Members or by a vote of a majority of the outstanding voting securities of that class of Shares of the Portfolio Series on 30 days sixty days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, Xxxxxxxx Xxxxxxxx or by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Xxxxxxxx Xxxxxxxx at any time, without the payment of any penalty, on 120 days sixty days' written notice to UBS Global AMthe Fund or such Series. This Agreement Contract will automatically terminate automatically in the event of its assignment assignment. (d) Termination of this Contract with respect to a class of Shares of any given Series shall in no way affect the continued validity of this Contract or upon termination the performance thereunder with respect to any other classes of the Investment Advisory Agreement, as it relates to this PortfolioShares of that Series or any classes of Shares of any other Series.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenwritten above, provided that that, with respect to any Series, this Agreement Contract shall not take effect unless it such action has first been approved (i) by vote of a majority of the Board and by vote of a majority of those trustees of the Trust Fund who are not parties to this Agreement or interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto (all such party (“trustees collectively being referred to herein as the "Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesaction. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years one year from its effective the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to any given Series by vote of a majority of the outstanding voting securities of the PortfolioClass B Shares of such Series. (c) Notwithstanding the foregoing, with respect to any Series this Agreement may be terminated at any time, without the payment of any penalty, by either party, upon the giving of 30 days' written notice. Such notice shall be deemed to have been given on the date it is received in writing by the other party or any officer thereof. This Agreement may also be terminated at any time, without the payment of any penalty, by vote of the Board Board, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio Class B Shares of such Series on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx and PaineWebber. (id) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 Termination of this Agreement; or (iii) immediately if, Agreement with respect to any given Series shall in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely no way affect the Portfolio. The Sub-Adviser may terminate continued validity of this Agreement at or the performance thereunder with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMother Series. This Agreement will automatically terminate automatically in the event of its assignment or in the event that the Distribution Contract is terminated. (e) Notwithstanding the foregoing, Xxxxxxxx Xxxxxxxx may terminate this Agreement without penalty, such termination to be effective upon the giving of written notice to PaineWebber in the event that the Plan is terminated or is amended to reduce the compensation payable to Xxxxxxxx Xxxxxxxx thereunder or in the event that the Registration Statement is amended so as to reduce the amount of compensation payable to Xxxxxxxx Xxxxxxxx under the Distribution Contract, provided that Xxxxxxxx Xxxxxxxx gives notice of termination pursuant to this provision within 90 days of such amendment or termination of the Investment Advisory Agreement, as it relates to this PortfolioPlan or amendment of the Registration Statement.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenwritten above, provided that that, with respect to any Series, this Agreement Contract shall not take effect unless it such action has first been approved (i) by vote of a majority of the Board and by vote of a majority of those trustees of the Trust Fund who are not parties to this Agreement or interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto (all such party (“trustees collectively being referred to herein as the "Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesaction. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years one year from its effective the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to any given Series by vote of a majority of the outstanding voting securities of the PortfolioClass A Shares of such Series. (c) Notwithstanding the foregoing, with respect to any Series this Agreement may be terminated at any time, without the payment of any penalty, by either party, upon the giving of 30 days' written notice. Such notice shall be deemed to have been given on the date it is received in writing by the other party or any officer thereof. This Agreement may also be terminated at any time, without the payment of any penalty, by vote of the Board Board, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio Class A Shares of such Series on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx and PaineWebber. (id) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 Termination of this Agreement; or (iii) immediately if, Agreement with respect to any given Series shall in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely no way affect the Portfolio. The Sub-Adviser may terminate continued validity of this Agreement at or the performance thereunder with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMother Series. This Agreement will automatically terminate automatically in the event of its assignment or in the event that the Distribution Contract is terminated. (e) Notwithstanding the foregoing, Xxxxxxxx Xxxxxxxx may terminate this Agreement without penalty, such termination to be effective upon the giving of written notice to PaineWebber in the event that the Plan is terminated or is amended to reduce the compensation payable to Xxxxxxxx Xxxxxxxx thereunder or in the event that the Registration Statement is amended so as to reduce the amount of compensation payable to Xxxxxxxx Xxxxxxxx under the Distribution Contract, provided that Xxxxxxxx Xxxxxxxx gives notice of termination pursuant to this provision within 90 days of such amendment or termination of the Investment Advisory Agreement, as it relates to this PortfolioPlan or amendment of the Registration Statement.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective datethe date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast Board members who are not parties to this Agreement or interested persons (as defined in person at a meeting called for the purpose 0000 Xxx) of voting on any such approvalparty, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the PortfolioFund. (cb) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Portfolio Fund on 30 days 60 days’ written notice to the Sub-AdviserSubadviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Investment Manager (i) upon 120 days 60 days’ written notice to the Sub-AdviserSubadviser; (ii) upon material breach by the Sub-Adviser Subadviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of UBS Global AMInvestment Manager, the Sub-Adviser Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial the insolvency of the Sub- Adviser Subadviser or other circumstances that could adversely affect the PortfolioFund. The Sub-Adviser Subadviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days (1) upon 60 days’ written notice to UBS Global AMInvestment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement will shall terminate automatically in the event of its assignment (as defined in the 0000 Xxx) or upon the termination of the Investment Advisory Agreement. (c) In the event of termination of the Agreement, as it relates those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to this PortfolioSubadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenwritten above, provided that that, with respect to any Series, this Agreement Contract shall not take effect unless it such action has first been approved (i) by vote of a majority of the Board and by vote of a majority of those trustees of the Trust Fund who are not parties to this Agreement or interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto (all such party (“trustees collectively being referred to herein as the "Independent Trustees”), ") cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesaction. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years one year from its effective the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to any given Series by vote of a majority of the outstanding voting securities of the PortfolioClass C Shares of such Series. (c) Notwithstanding the foregoing, with respect to any Series this Agreement may be terminated at any time, without the payment of any penalty, by either party, upon the giving of 30 days' written notice. Such notice shall be deemed to have been given on the date it is received in writing by the other party or any officer thereof. This Agreement may also be terminated at any time, without the payment of any penalty, by vote of the Board Board, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio Class C Shares of such Series on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx and PaineWebber. (id) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 Termination of this Agreement; or (iii) immediately if, Agreement with respect to any given Series shall in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely no way affect the Portfolio. The Sub-Adviser may terminate continued validity of this Agreement at or the performance thereunder with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMother Series. This Agreement will automatically terminate automatically in the event of its assignment or in the event that the Distribution Contract is terminated. (e) Notwithstanding the foregoing, Xxxxxxxx Xxxxxxxx may terminate this Agreement without penalty, such termination to be effective upon the giving of written notice to PaineWebber in the event that the Plan is terminated or is amended to reduce the compensation payable to Xxxxxxxx Xxxxxxxx thereunder or in the event that the Registration Statement is amended so as to reduce the amount of compensation payable to Xxxxxxxx Xxxxxxxx under the Distribution Contract, provided that Xxxxxxxx Xxxxxxxx gives notice of termination pursuant to this provision within 90 days of such amendment or termination of the Investment Advisory Agreement, as it relates to this PortfolioPlan or amendment of the Registration Statement.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above writtenEffective Date and, unless sooner terminated with respect to the Trust as provided that herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall not take continue in effect unless it has first been with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both: (i) by a the vote of a majority of those trustees the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days’ notice (which notice may be waived by vote of the Board Sub-Adviser), provided that such termination by the Trust shall be directed or approved by a the vote of a majority of the outstanding Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Portfolio Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 30 days 60 days’ written notice to the Sub-Adviser. This Agreement Trust and the Adviser (which notice may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach waived by the Sub-Trust or the Adviser on behalf of any of both the representations, warranties Trust and agreements set forth in Paragraph 7 of this Agreement; or the Adviser). (iiic) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will immediately terminate automatically in the event of its assignment or and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser. (d) As used in this Agreement, as it relates to the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act. (e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this PortfolioAgreement shall survive the termination of this Agreement.

Duration and Termination. (a) This Agreement shall will become effective for each Fund upon its approval by the Trustees and by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund involved, the Agreement will become effective upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date first above writtenof each effectiveness, provided that this Agreement shall not take effect unless it has first been and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 0000 Xxx. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" will be construed in a manner consistent with the 1940 Act. (b) This Agreement may be terminated at any time, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days not more than 60 days' written notice to the Sub-Adviser, or by CSIM upon 90 days' written notice to Sub-Adviser. This In addition, this Agreement may also be terminated, with cause, by CSIM at any time, without the payment of any penaltypenalty by Fund Parties, by UBS Global AM; upon written notice to Sub-Adviser. As used herein, "with cause" means: (i) upon 120 days written notice to any material breach of the Agreement by Sub-Adviser; (ii) upon material breach any federal or state regulatory violation by the Sub-Adviser of any of the representations, warranties Adviser; and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, any material financial or other impairment that in the reasonable judgment of UBS Global AM, the CSIM impairs Sub-Adviser becomes unable Adviser's ability to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of perform the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioServices.

Duration and Termination. (a) A. This Agreement shall become effective upon with respect to each Fund listed on Exhibit A hereof as of the date first above writtenhereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided that herein, this Agreement shall continue in effect for two (2) years from the date hereof. Thereafter, if not take terminated, this Agreement shall continue in effect unless it has first been automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board; or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) B. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; with respect to a particular Fund: (i) upon 120 days written notice through a failure to renew this Agreement at the Sub-Adviser; end of a term, (ii) upon material breach by the Sub-Adviser of any mutual consent of the representations, warranties and agreements set forth in Paragraph 7 of this Agreementparties; or (iii) immediately ifupon no less than sixty (60) days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the reasonable judgment operation of UBS Global AMthis Agreement or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Sub-Adviser becomes unable Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust. If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to discharge its duties and obligations under this Agreement, including circumstances by a vote cast in person at a meeting for the purpose of voting on such as financial insolvency of amendment. In the Sub- Adviser or other circumstances event that could adversely affect such amendment affects the Portfolio. The Sub-Adviser may terminate this Agreement at any timeAdvisor, without the payment of any penalty, on 120 days written notice to UBS Global AMinstrument shall also be signed by the Advisor. This Agreement will automatically terminate automatically in the event of its assignment or upon assignment. C. Sections 7, 9, 11 and 12 shall survive termination of the Investment Advisory this Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Xxxxxxxx Xxxxxxxx has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMXxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMXxxxxxxx Xxxxxxxx. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above written, provided that this Agreement written and shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast remain in person at a meeting called for the purpose of voting on such approval, full force and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from its effective such date. Thereafter, if not terminated, this Agreement shall continue automatically and thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of the 0000 Xxx) unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Trust under this subsection may be taken either by (i) by a vote of a majority of the Independent its Trustees, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding the foregoing, The Subadviser may at any time terminate this Agreement may by not less than one hundred twenty (120) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon receiving a notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the outstanding voting Fund and with respect to any of its assets, except as expressly directed by the Adviser, and except for the settlement of securities transactions already entered into for the account of the Portfolio on 30 days written notice Fund. In addition, the Subadviser shall deliver copies of the Fund's Books and Records to the Sub-Adviser. This Agreement may also be terminatedAdviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioAdviser.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date first above written, provided that this Agreement Contract shall not take effect unless it has first been approved approved: (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Fund's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually annually: (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. (c) Notwithstanding the foregoing, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days 60 days' written notice to the Sub-Adviser. This Agreement Contract may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this AgreementContract, if such breach has not been cured within a 20 day period after notice of such breach; or (iii) immediately if, in the reasonable judgment of UBS Global AMXxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementContract, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the PortfolioFund. The Sub-Adviser may terminate this Agreement Contract at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMXxxxxxxx Xxxxxxxx. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Contract as it relates to this Portfoliothe Fund.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. 12.5.1.1 Subject to the other provisions of Article 12.5, this Agreement shall remain in full force and effect for a period commencing as of the date of this Agreement and shall expire on a country by country basis on the latest of: (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved fifteen (i15) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief years starting from the SEC without a vote of the Portfolio’s outstanding voting securities.Amendment Date; (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority expiry of the Independent Trustees, cast last to expire patent included in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio.Elan Patent Rights in that country; and (c) Notwithstanding the foregoingexistence of Competition in that country (the “Initial Period”). 12.5.1.2 At the end of the Initial Period, this the Agreement may be terminated continued for five (5) year terms by the consent of the Parties, which consent shall not be unreasonably withheld or delayed. The Party requiring the extension shall serve two (2) years written notice on the other prior to the end of the Initial Period or any additional five (5) year period. 12.5.2 The Agreement shall be subject to earlier termination in accordance with the following provisions: 12.5.2.1 Acorda may terminate this Agreement in its entirety or with respect to any country with thirty (30) days prior written notice to Elan prior to Regulatory Approval, and with ninety (90) days prior written notice to Elan at any timetime thereafter; 12.5.2.2 subject to the determination in an arbitration that Acorda has breached the applicable provisions, without Elan may terminate the payment Agreement for the applicable region(s) or country or countries of the Territory if Acorda breaches the provisions of Article 2.11.3, or Acorda indicates to Elan pursuant to Article 2.11.4.3, that it does not intend to obtain Regulatory Approval and commercialise the Product, and Elan does not exercise its option to take a licence to the Acorda Patent Rights and the Acorda Know-How in accordance with Article 2.11.3. 12.5.3 In addition to the rights of early or premature termination provided for elsewhere in this Agreement, in the event that any of the terms or provisions hereof are incurably breached by either Party, the non-breaching Party may immediately terminate this Agreement by written notice. An incurable breach shall be committed when either Party is dissolved, liquidated, discontinued, becomes insolvent, or when any proceeding is filed or commenced by either Party under bankruptcy, insolvency or debtor relief laws. In the event of any penaltyother breach, the non-breaching Party may terminate this Agreement by vote the giving of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviserbreaching Party that this Agreement will terminate on the sixtieth (60th) day from notice unless cure is sooner effected. This Agreement may also be terminated, without If the payment breaching Party has proposed a course of any penalty, by UBS Global AM; (i) upon 120 days written notice action to rectify the Sub-Adviser; (ii) upon material breach and is acting in good faith to rectify same but has not cured the breach by the Sub-Adviser sixtieth (60th) day, the said period shall be extended by such period as is reasonably necessary to permit the breach to be rectified. 12.5.4 Upon exercise of those rights of termination as specified in Article 12.5.2, or Article 12.5.3, in any country or countries or the entire Agreement as the case may be, this Agreement shall, subject to the other provisions of the representationsAgreement and Article 12.5.5, warranties automatically terminate forthwith in the applicable country or countries or the entire Agreement as the case may be, and agreements set forth be of no further legal force or effect. 12.5.5 Upon termination of the Agreement: 12.5.5.1 any sums that were due from Acorda to Elan prior to the exercise of the right to terminate this Agreement (including but not limited to, Research and Development Costs and such additional expenses pursuant to Article 5.7 in Paragraph 7 each case incurred prior to the notice of termination, shall be paid in full within sixty (60) days of termination of this Agreement; or ; 12.5.5.2 all confidentiality provisions set out herein shall remain in full force and effect for a period of five (iii5) immediately if, years; 12.5.5.3 all representations and warranties shall insofar are appropriate remain in full force and effect; 12.5.5.4 the rights of inspection and audit shall continue in force for the period referred to in the reasonable judgment relevant provisions of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.;

Duration and Termination. The provisions of this Section 11 shall apply severally to the Series. (a) This Agreement Contract shall become effective as to the Series upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved latest of (i) the date of its execution by both parties, (ii) the date of its approval by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approvalapproval or (iii) if required by the 1940 Act, and (ii) the date of its approval by vote of a majority of the Portfolio’s Series’ outstanding voting securities, unless UBS Global AM has authority in the case of (iii), the Trust complies with the terms of any SEC exemptive order or rule permitting it to enter into this Agreement pursuant to exemptive relief from or modify the SEC Contract without a vote of the Portfolio’s outstanding voting securitiessuch vote. (b) Unless sooner terminated as provided hereinherein as to the Series, this Agreement Contract shall continue in effect for two 2 years from its effective dateDate. Thereafter, if not terminatedterminated as to the Series, this Agreement Contract shall automatically renew and continue automatically thereafter for successive periods of twelve 12 consecutive months each, provided ; subject to the condition that such continuance is specifically approved at least annually annually: (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by either the Board or by a vote of a majority of the outstanding voting securities of the Portfoliosuch Series. (c) Notwithstanding the foregoing, with respect to the Series, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Series on 30 days 60 days’ written notice to the Sub-Adviser. This Agreement The Manager may also be terminatedterminate the Contract immediately upon prior written notice to Sub-Adviser, without the payment of any penalty, by UBS Global AM; in the event of (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 9 of this Agreement; Contract, or (iiiii) immediately if, in the reasonable judgment of UBS Global AMManager, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the PortfolioContract. The Sub-Adviser may terminate this Agreement Contract at any time, without the payment of any penalty, on 120 days 90 days’ written notice to UBS Global AMManager. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Contract as it relates to this Portfoliothe Series, as applicable, except to the extent permitted by paragraph 18 hereof.

Duration and Termination. (a) This Agreement shall become effective upon remain in effect until September 30, 2018, and shall continue in effect thereafter, but only so long as such continuance is specifically approved with respect to the date first above written, provided that this Agreement shall not take effect unless it has first been approved Fund at least annually by the affirmative vote of: (i) by a vote of a majority of those trustees the members of the Trust Fund’s Board who are not parties to this Agreement interested persons, you or interested persons of any such party (“Independent Trustees”)us, cast in person at a meeting called for the purpose of voting on such approval, ; and (ii) by vote a majority of the Fund’s Board or the holders of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote securities of the Portfolio’s outstanding voting securitiesrespective Fund. (b) Unless sooner terminated as provided hereinThis Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser and the Sub-Adviser have the right to terminate this Agreement shall continue in effect for two years upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its effective date. Thereafter, if not terminated, duties under this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance or otherwise is specifically approved at least annually legally prohibited from operating as an investment adviser. (ic) by If a vote of a majority party breaches this Agreement in any material respect which is not cured within sixty (60) days of the Independent Trusteesother party giving it written notice of such breach, cast in person the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser. This Agreement . (e) The Sub-Adviser may also be terminatedat any time, without the payment of any penalty, by UBS Global AM; terminate this Agreement upon ninety (i90) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may without payment of any penalty terminate this Agreement at upon prior written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any timeregulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically which in the event of its assignment or upon termination opinion of the Investment Advisory Agreement, as it relates Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this PortfolioAgreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Fund's outstanding voting securities, unless UBS Global AM Context Capital has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Fund's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AMContext Capital; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMContext Capital, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the PortfolioFund. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMContext Capital. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioFund.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon remain in effect until September 30, 2018, and shall continue in effect thereafter, but only so long as such continuance is specifically approved with respect to the date first above written, provided that this Agreement shall not take effect unless it has first been approved Fund at least annually by the affirmative vote of: (i) by a vote of a majority of those trustees the members of the Trust Fund’s Board who are not parties to this Agreement interested persons, the Fund, you or interested persons of any such party (“Independent Trustees”)us, cast in person at a meeting called for the purpose of voting on such approval, ; and (ii) by vote a majority of the Fund’s Board or the holders of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote securities of the Portfolio’s outstanding voting securitiesrespective Fund. (b) Unless sooner terminated as provided hereinThis Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser and the Sub-Adviser have the right to terminate this Agreement shall continue in effect for two years upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its effective date. Thereafter, if not terminated, duties under this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance or otherwise is specifically approved at least annually legally prohibited from operating as an investment adviser. (ic) by If a vote of a majority party breaches this Agreement in any material respect which is not cured within sixty (60) days of the Independent Trusteesother party giving it written notice of such breach, cast in person the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser. This Agreement . (e) The Sub-Adviser may also be terminatedat any time, without the payment of any penalty, by UBS Global AM; terminate this Agreement upon ninety (i90) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may without payment of any penalty terminate this Agreement at upon prior written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any timeregulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically which in the event of its assignment or upon termination opinion of the Investment Advisory Agreement, as it relates Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this PortfolioAgreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

Duration and Termination. The term of this Agreement shall begin as of the day the Sub-Adviser begins providing investment management services to the Fund and, unless sooner terminated as hereinafter provided, shall continue in effect for a period of two years. This Agreement shall continue in effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees the outstanding voting securities (as defined in the 0000 Xxx) of the Trust who are not parties to this Agreement Fund or interested persons by vote of any such party (“Independent Trustees”)the Trust's Board, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority Trustees of the Trust who are not parties to enter into this Agreement pursuant or "interested persons" (as defined in the 0000 Xxx) of any party to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent TrusteesAgreement, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall furnish to the Adviser and the Trust, and promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof. This Agreement may be terminated at any time on at least 60 days prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board, (ii) by the Board or Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Portfolio. Fund, or (civ) Notwithstanding in accordance with the foregoing, this Agreement may be terminated at any time, without the payment terms of any penalty, exemptive order obtained by vote the Trust or the Fund under Section 6(c) of the Board 1940 Act, exempting the Trust or by a vote of a majority of the outstanding voting securities of Fund from Section 15(a) and Rule 18f-2 under the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio1940 Act. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days at least 60 days' prior written notice to UBS Global AMthe Adviser and the Trust. Termination of this Agreement and/or the services of the Sub-Adviser will not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Fund. This Agreement will automatically and immediately terminate automatically in the event of its assignment or upon termination of (as defined in the Investment Advisory Agreement, as it relates to this Portfolio1940 Act).

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall will become effective for each Fund upon its approval by the Trustees and by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund involved, the Agreement will become effective upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date first above writtenof each effectiveness, provided that this Agreement shall not take effect unless it has first been and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 0000 Xxx. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” will be construed in a manner consistent with the 1940 Act. (b) This Agreement may be terminated at any time, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days not more than 60 days’ written notice to the Sub-Adviser, or by CSIM upon 90 days’ written notice to Sub-Adviser. This In addition, this Agreement may also be terminated, with cause, by CSIM at any time, without the payment of any penaltypenalty by Fund Parties, by UBS Global AM; upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) upon 120 days written notice to any material breach of the Agreement by Sub-Adviser; (ii) upon material breach any federal or state regulatory violation by the Sub-Adviser of any of the representations, warranties Adviser; and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, any material financial or other impairment that in the reasonable judgment of UBS Global AM, the CSIM impairs Sub-Adviser becomes unable Adviser’s ability to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of perform the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioServices.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM, or upon 60 days written notice to UBS Global AM in the event of a material breach by UBS Global AM of any of the representations, warranties and agreements set forth in Section 8 of this Agreement which results or will likely result in damage to the Sub-Adviser. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. A. Subject to the provisions for earlier termination hereinafter set forth in this Section XIII, the Term of this Agreement shall commence on the date hereof (athe “Effective Date”) This and end on the second anniversary of the Effective Date or such earlier date that this Agreement is terminated in accordance with the provisions herein (hereinafter referred to as the “Initial Term”); provided, however, that the term of this Agreement shall automatically be extended for successive one-year periods or such shorter extension period if this Agreement is terminated during any such one-year period in accordance with the provisions herein (hereinafter referred to as a “Renewal Term”) unless any party shall notify the others in writing at least 60 days prior to the expiration of the Initial Term or any Renewal Term, as the case may be, of its decision not to extend the Term of this Agreement for an additional one-year period (herein the Initial Term and any Renewal Terms are referred to collectively as the “Term”). B. The Fund, the Adviser or the Distributor may terminate this Agreement immediately by written notice to the Sub-Distributor upon occurrence of any of the following events: 1. The Sub-Distributor has its registration as a broker-dealer under the 1934 Act revoked, or its membership with FINRA revoked; or 2. the appointment of a trustee for the Sub-Distributor or the Sub-Distributor files a petition in bankruptcy or a petition seeking similar relief under any bankruptcy, insolvency or similar law, or a proceeding is commenced against the Sub-Distributor seeking such relief (and such proceeding is not dismissed within sixty (60) days of filing). C. At any time after the first anniversary of the Effective Date, the Sub-Distributor may terminate this Agreement for any reason by notice in writing to the Fund, the Adviser and the Distributor, which termination shall become effective upon sixty (60) days immediately after the date of giving of such notice. D. At any time after the first above writtenanniversary of the Effective Date, provided that the Fund may terminate this Agreement for any reason by providing notice in writing to the Sub-Distributor, the Adviser and the Distributor, which termination shall become effective sixty (60) days immediately after the date of giving of such notice; provided, however, that, notwithstanding anything to the contrary in this Section XIII.D., if the Underwriting Agreement is terminated, the Fund shall terminate this Agreement by providing notice in writing to the Sub-Distributor, the Adviser and the Distributor, which termination shall become effective sixty (60) days immediately after the date of giving of such notice. E. Notwithstanding anything to the contrary contained herein, the Sub-Distributor may terminate this Agreement upon twenty (20) days written notice to the Fund, the Adviser and the Distributor if the Fund commits a material breach of this Agreement that is not take effect unless it has first been approved (i) by a vote of a majority of those trustees cured to the reasonable satisfaction of the Trust who are not parties Sub-Distributor. F. Notwithstanding anything to the contrary contained herein, the Fund may terminate this Agreement or interested persons of any such party upon twenty (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii20) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminatedDistributor, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to Adviser and the Distributor if the Sub-Adviser; (ii) upon Distributor commits a material breach of this Agreement that is not cured to the reasonable satisfaction of the Fund. G. In the event the Fund gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor the Sub-Distributor or other service provider, and all trailing expenses incurred by the Sub-Adviser of any of Distributor, will be borne by the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioFund.

Duration and Termination. (a) This Sub-advisory Agreement shall become effective upon continue for an initial term of two years from the date first above writtenset forth above, unless sooner terminated as provided herein. Thereafter this Sub-advisory Agreement shall continue from year to year, provided that this Agreement shall not take effect unless it has first been such continuance is approved at least annually by (i1) by the Board of Trustees of the Trust or (2) a vote of a majority of those trustees each such Fund’s outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved by a majority of the Trustees of the Trust who are not parties interested persons (as defined in the 0000 Xxx) of the Trust or either party to this Agreement or interested persons of any such party (“Independent Trustees”)Sub-advisory Agreement, by vote cast in person (to the extent required by the 0000 Xxx) at a meeting called for the purpose of voting on such approval.. Notwithstanding the foregoing, and this Sub-advisory Agreement may be terminated: (iia) at any time without penalty upon thirty (30) days’ written notice to the Sub-adviser by each Fund upon the vote of a majority of the PortfolioTrustees or upon the vote of a majority of each such Fund’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, time without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days penalty upon thirty (30) days’ written notice to the Sub-Adviser. This Agreement may also be terminatedadviser by the Manager, without or (c) by the payment of any penalty, by UBS Global AM; Sub-adviser upon thirty (i30) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by Trust or the Manager. Anything to the contrary herein notwithstanding, any termination carried out pursuant to this Section 19 shall be without penalty and, further, the compensation schedule set forth in Section 4 hereof shall apply to the service of the Sub-Adviser of any adviser to the extent provided beyond the end of the representations, warranties and agreements set forth notice period provided in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Section 19. This Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This advisory Agreement will also terminate automatically in the event of its assignment (as defined in the 0000 Xxx) or upon the assignment or termination of the Investment Advisory Agreement. (b) Termination will be without prejudice to the completion of transactions already initiated which will be completed expeditiously by the Sub-Adviser. (c) Termination will not affect accrued rights, as it relates indemnities, existing commitments or any contractual provision intended to this Portfoliosurvive termination and will be without penalty or other additional payment. The Manager will pay the fees of the Sub-Adviser pro rata to the date of termination.

Duration and Termination. (a) This Agreement shall become effective upon as of the date of execution first above writtenwritten above, and shall continue in effect for two years and continue thereafter on an annual basis with respect to the Portfolio; provided that this Agreement shall not take effect unless it has first been such annual continuance is specifically approved at least annually (ia) by a the vote of a majority of those trustees the Board, or (b) by the vote of a majority of the Trust outstanding voting shares of the Portfolio, and provided that continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or “interested persons persons” (as such term is defined in the 0000 Xxx) of any such party (“Independent Trustees”)the Trust, the Investment Adviser, or the Subadviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this This Agreement may be terminated with respect to any Portfolio: (a) by the Trust at any timetime with respect to the services provided by the Subadviser, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Investment Adviser, by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities shares of the Portfolio on 30 days Trust or, with respect to a particular Portfolio, by vote of a majority of the outstanding voting shares of such Portfolio, upon sixty (60) days’ prior written notice to the Sub-Subadviser and the Investment Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; ; (ib) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Subadviser at any time, without the payment of any penalty, on 120 days upon sixty (60) days’ prior written notice to UBS Global AMthe Investment Adviser and the Trust. (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Subadviser and the Trust. This Agreement will terminate automatically in the event of its assignment under the 1940 Act and any rules adopted by the SEC thereunder, but shall not terminate in connection with any transaction not deemed an assignment. In the event this Agreement is terminated or upon is not approved in the manner described above (i) Subadviser agrees to provide all reports, certification and assistance called for pursuant to paragraphs 2(b), 2(h), 2(i), 2(k), 2(n), 2(p) within 30 business days of termination and pursuant to paragraph 2(q) as soon as reasonably practicable; and (ii) the Sections or Paragraphs numbered 2(g) for a period of the Investment Advisory Agreementsix years, and 2(m), 2(t), 2(v), 9, 10, 13, 14, 16, 17, 18 and 19 of this Agreement as it relates to well as any applicable provision of this PortfolioParagraph numbered 15, shall remain in effect.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving the Sub-Advisor resulting in the automatic termination of the prior agreement between UBS Global AM and Delaware Investment Fund Advisers, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting Meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon with respect to a Portfolio as of the date first above writtenset forth opposite such Portfolio on Appendix A and, unless sooner terminated with respect to the Portfolio as provided that herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall not take continue in effect unless it has first been with respect to the Portfolio for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (ia) by the vote of a majority of the Trust’s Board of Trustees or a vote of a majority of those trustees the outstanding voting securities of the Trust Portfolio at the time outstanding and entitled to vote and (b) by the vote of a majority of the Trustees, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated by a Portfolio or the Adviser at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days’ notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Portfolio or the Adviser shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the Board or by a vote holders of a majority of the outstanding voting securities of the Portfolio on 30 days written notice entitled to the Sub-Adviser. This Agreement may also be terminatedvote, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach or by the Sub-Adviser of on 60 days’ written notice (which notice may be waived by the Portfolio and the Adviser), and will terminate automatically upon any termination of the representations, warranties Advisory Agreement between the Trust and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAdviser. This Agreement will also immediately terminate automatically in the event of its assignment or upon termination assignment. (As used in this Agreement, the terms “majority of the Investment Advisory Agreement, as it relates to this Portfoliooutstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective upon on the date first above writtenof its execution and shall govern the relations between the parties hereto thereafter, provided that this Agreement and shall not take effect unless it has first been approved (i) remain in force until one year after initial approval by a vote the Board of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Fund. This Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically with respect to the Fund for successive annual periods of twelve months each, provided that after its effectiveness so long as such continuance is specifically approved at least annually (i) by a the vote of a majority of the Independent TrusteesBoard of Trustees of the Fund who are not interested persons of the Fund, cast in person or of the Adviser, or of the Sub-Adviser at a meeting specifically called for the purpose of voting on such approval, and (ii) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the PortfolioFund. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and all rules, regulations and orders thereunder. Should the Agreement not be approved for continuance, the Adviser shall provide the Sub-Adviser with prompt notice. (cb) Notwithstanding the foregoing, this This Agreement may be terminated at any time, time without the payment of any penaltypenalty by the Trustees of the Investment Company, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund, or by the Adviser, on 30 not more than sixty (60) days nor less than thirty (30) days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach terminated by the Sub-Adviser of any on not less than ninety (90) days notice to the Trustees of the representations, warranties Investment Company and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAdviser. This Agreement will shall automatically terminate automatically in the event of its assignment or upon termination assignment. (c) This Agreement may be amended by the Adviser and the Sub-Adviser only if such amendment is approved by the vote of a majority of the Investment Advisory outstanding voting securities of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act). (d) The terms "specifically approved at least annually," "vote of a majority of the outstanding voting securities," "assignment," "affiliated persons" and "interested persons," when used in this Agreement, shall have the respective meanings specified in, and shall be construed in a manner consistent with, the 1940 Act, subject, however, to such exemptions as it relates to this Portfoliomay be granted by the Securities and Exchange Commission under the 1940 Act.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on upon 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall will become effective for each Fund upon its approval by the Trustees and by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund involved, the Agreement will become effective upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date first above writtenof each effectiveness, provided that this Agreement shall not take effect unless it has first been and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. The foregoing requirement that continuance of this Agreexxxx xx "specifically approved at least annually" will be construed in a manner consistent with the 1940 Act. (b) This Agreement may be terminated at any time, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days not more than 60 days' written notice to the Sub-Adviser, or by CSIM upon 90 days' written notice to Sub-Adviser. This In addition, this Agreement may also be terminated, with cause, by CSIM at any time, without the payment of any penaltypenalty by Fund Parties, by UBS Global AM; upon written notice to Sub-Adviser. As used herein, "with cause" means: (i) upon 120 days written notice to any material breach of the Agreement by Sub-Adviser; (ii) upon material breach any federal or state regulatory violation by the Sub-Adviser of any of the representations, warranties Adviser; and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, any material financial or other impairment that in the reasonable judgment of UBS Global AM, the CSIM impairs Sub-Adviser becomes unable Adviser's ability to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of perform the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioServices.

Duration and Termination. (a) This Agreement shall become effective upon remain in effect until September 30, 2018 and shall continue in effect thereafter, but only so long as such continuance is specifically approved with respect to the date first above written, provided that this Agreement shall not take effect unless it has first been approved Fund at least annually by the affirmative vote of: (i) by a vote of a majority of those trustees the members of the Trust Fund’s Board who are not parties to this Agreement interested persons, you or interested persons of any such party (“Independent Trustees”)us, cast in person at a meeting called for the purpose of voting on such approval, ; and (ii) by vote a majority of the Fund’s Board or the holders of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote securities of the Portfolio’s outstanding voting securitiesrespective Fund. (b) Unless sooner terminated as provided hereinThis Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser and the Sub-Adviser have the right to terminate this Agreement shall continue in effect for two years upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its effective date. Thereafter, if not terminated, duties under this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance or otherwise is specifically approved at least annually legally prohibited from operating as an investment adviser. (ic) by If a vote of a majority party breaches this Agreement in any material respect which is not cured within sixty (60) days of the Independent Trusteesother party giving it written notice of such breach, cast in person the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board of Directors of the Corporation, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser. This Agreement . (e) The Sub-Adviser may also be terminatedat any time, without the payment of any penalty, by UBS Global AM; terminate this Agreement upon ninety (i90) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may without payment of any penalty terminate this Agreement at upon prior written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any timeregulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically which in the event of its assignment or upon termination opinion of the Investment Advisory Agreement, as it relates Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this PortfolioAgreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

Duration and Termination. (a) This Agreement shall will become effective for each Fund upon its approval by the Trustees and by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund involved, the Agreement will become effective upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date first above writtenof each effectiveness, provided that this Agreement shall not take effect unless it has first been and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” will be construed in a manner consistent with the 1940 Act. (b) This Agreement may be terminated at any time, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days not more than 60 days’ written notice to the Sub-Adviser, or by CSIM upon 90 days’ written notice to Sub-Adviser. This In addition, this Agreement may also be terminated, with cause, by CSIM at any time, without the payment of any penaltypenalty by Fund Parties, by UBS Global AM; upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) upon 120 days written notice to any material breach of the Agreement by Sub-Adviser; (ii) upon material breach any federal or state regulatory violation by the Sub-Adviser of any of the representations, warranties Adviser; and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, any material financial or other impairment that in the reasonable judgment of UBS Global AM, the CSIM impairs Sub-Adviser becomes unable Adviser’s ability to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of perform the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioServices.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenthat the investment operations commence, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of the Trustees, including a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the PortfolioFund’s outstanding voting securities, unless UBS Global AM Context Advisers has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the PortfolioFund’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AMContext Advisers; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties warranties, duties and agreements set forth in Paragraph 2, 3 or 7 of this AgreementAgreement that has not been cured within 5 days, if capable of cure; or (iii) immediately if, in the reasonable judgment of UBS Global AMContext Advisers, the Sub-Adviser becomes substantially unable to discharge all of its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the PortfolioAdviser. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMContext Advisers. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to the Fund. For purposes of this Portfolioagreement, a change of control of Sub-Adviser under the 1940 Act shall be considered an assignment that shall trigger an automatic termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above written, provided that this Agreement written and shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast remain in person at a meeting called for the purpose of voting on such approval, full force and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from its effective such date. Thereafter, if not terminated, this Agreement shall continue automatically and thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of the 0000 Xxx) unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Company or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Company under this subsection may be taken either by (i) by a vote of a majority of the Independent Trusteesits Directors, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding the foregoing, The Subadviser may at any time terminate this Agreement may by not less than one hundred twenty (120) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon receiving a notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the outstanding voting Fund and with respect to any of its assets, except as expressly directed by the Adviser, and except for the settlement of securities transactions already entered into for the account of the Portfolio on 30 days written notice Fund. In addition, the Subadviser shall deliver copies of the Fund's Books and Records to the Sub-Adviser. This Agreement may also be terminatedAdviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioAdviser.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above written, provided that this Agreement written and shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast remain in person at a meeting called for the purpose of voting on such approval, full force and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from its effective such date. Thereafter, if not terminated, this Agreement shall continue automatically and thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act) unless the Agreement is terminated auxxxxxxxxlly as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Trust under this subsection may be taken either by (i) by a vote of a majority of the Independent its Trustees, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding the foregoing, The Subadviser may at any time terminate this Agreement may by not less than one hundred twenty (120) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon receiving notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the outstanding voting Fund and with respect to any of its assets, except as expressly directed by the Adviser, and except for the settlement of securities transactions already entered into for the account of the Portfolio on 30 days written notice Fund. In addition, the Subadviser shall deliver copies of the Fund's Books and Records to the Sub-Adviser. This Agreement may also be terminatedAdviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioAdviser.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Xxxxxxxx Xxxxxxxx has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMXxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMXxxxxxxx Xxxxxxxx. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction that may be interpreted as possibly involving a change in control of the Sub-Advisor resulting in the automatic termination of the prior agreement between the parties hereto, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement and the terms and conditions contained herein shall become effective upon on the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees closing of the Trust who are not parties to this transactions contemplated by the Stock Purchase Agreement or interested persons of any such party (“Independent Trustees”), cast the "Effective Date") and shall remain in person at a meeting called for the purpose of voting on such approval, full force and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from its effective such date. Thereafter, if not terminated, this Agreement shall continue automatically and thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of Section 15 of the 0000 Xxx) unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Trust under this subsection may be taken either by (i) by a vote of a majority of the Independent its Trustees, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding The Subadviser may at any time terminate this Agreement by not less than one hundred twenty (120) days' prior written notice by facsimile or delivered via registered mail, postage prepaid or a nationally recognized overnight delivery service, receipt requested, to the foregoingAdviser. In the event that the Effective Date shall not have occurred on or before June 1, 2007, this Agreement may shall be terminated at void ab initio and neither Subadviser nor the Adviser shall have any timerights, duties or obligations hereunder. Termination of this Agreement pursuant to this Section shall be without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon receiving notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the outstanding voting Fund and with respect to the Assets, except as expressly directed by the Adviser, and except for the settlement of securities transactions already entered into for the account of the Portfolio on 30 days written notice Fund with respect to the Sub-AdviserAssets. This Agreement may also be terminatedIn addition, without the payment Subadviser shall deliver copies of any penalty, by UBS Global AM; (i) upon 120 days written notice the Fund Assets' Books and Records to the Sub-Adviser; (ii) Adviser upon material breach request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances the Adviser; provided however that the Subadviser shall be permitted to retain at its own expense a separate copy of such as financial insolvency records for its own protection and may not disclose such information to other parties unless required to comply with any law, rule, regulation or order of the Sub- Adviser a court or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfoliogovernment authority.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph Section 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that The term of this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees begin on the date of the Trust who are not parties to this Agreement or interested persons Change of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securitiesControl and, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided hereinhereinafter provided, this shall continue in effect for a period of two (2) years. This Agreement shall continue in effect for two years from its effective date. Thereafteryear to year thereafter, subject to termination as hereinafter provided, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (ia) by a vote of a majority of the Independent outstanding voting securities (as defined in the 0000 Xxx) of the Fund or by vote of the Trust's Board of Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof. This Agreement may be terminated at any time on 60 day’s prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board of Trustees, (ii) by the Board or Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Portfolio. Fund, or (civ) Notwithstanding in accordance with the foregoing, this Agreement may be terminated at any time, without the payment terms of any penalty, exemptive order obtained by vote the Trust or the Fund under Section 6(c) of the Board 1940 Act, exempting the Trust or by a vote of a majority of the outstanding voting securities of Fund from Section 15(a) and Rule 18f-2 under the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio1940 Act. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days at least 60 days' prior written notice to UBS Global AMthe Adviser and the Trust. Termination of this Agreement and/or the services of the Sub-Adviser will not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Fund. This Agreement will automatically and immediately terminate automatically in the event of its assignment or upon termination of (as defined in the Investment Advisory Agreement, as it relates to this Portfolio1940 Act).

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless (i) it has first been approved (iA) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, approval and (iiB) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities, and (ii) the Sub-Adviser has received written notice from UBS Global Americas that the Sub-Adviser may commence placing purchase and sell orders for investments and other related transactions for the Portfolio or Segment. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser This Agreement may terminate this Agreement at any timealso be terminated, without the payment of any penalty, on by the Sub-Adviser: (i) upon 120 days days' written notice to UBS Global AMAmericas; (ii) upon material breach by UBS Global Americas of any of the representations, warranties and agreements set forth in Paragraph 8 of this Agreement provided that UBS Global Americas will be given a reasonable period not less than 60 days to cure such material breach; or (iii) upon 60 days written notice if, in the reasonable judgment of the Sub-Adviser, UBS Global Americas becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of UBS Global Americas or other circumstances that could adversely affect the Portfolio, provided that UBS Global Americas will be given the opportunity to demonstrate its ability to discharge such duties and obligations under this Agreement. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting Meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM GLOBAL Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; GLOBAL Americas: (i1) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMGLOBAL Americas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMGLOBAL Americas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date day and year first above writtenwritten above, provided that this Agreement shall not take effect unless it Contract has first been approved for the Series by a vote of: (i) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“"Independent Trustees”), ") cast in person at a meeting called for the purpose of voting on such approval, approval and (ii) by vote of a majority of the Portfolio’s Series' outstanding voting securitiessecurities unless in the case of (ii), unless UBS Global AM has authority the Trust complies with the terms of any SEC exemptive order or rule permitting it to enter into this Agreement pursuant modify to exemptive relief from the SEC Contract without a vote of the Portfolio’s outstanding voting securitiessuch vote. (b) Unless sooner terminated as provided herein, this Agreement Contract shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually annually: (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioSeries. (c) Notwithstanding the foregoing, with respect to the Series, this Agreement Contract may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Series on 30 days sixty days' written notice to the Sub-Adviser. This Agreement Adviser and may also be terminatedterminated by the Sub-Adviser at any time, without the payment of any penalty, by UBS Global AM; (i) upon 120 days on sixty days' written notice to the Sub-Adviser; Xxxxxxxx Xxxxxxxx. The Contract may also be terminated, without payment of penalty, by Xxxxxxxx Xxxxxxxx (iii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this Agreement; Contract, if such breach shall not have been cured within a 20 day period after notice of such breach or (iiiii) immediately if, in the reasonable judgment of UBS Global AMXxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementContract, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMSeries. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Contract as it relates to this Portfoliothe Series.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates related to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i1) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Advisor resulting in the automatic termination of the prior agreement between the parties hereto, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, ; unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote Vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect with respect to the Portfolio until two years from the date first set forth above, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) This Agreement shall become effective upon by the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding , subject to the foregoingright of the Trust and the Advisor to terminate this contract as provided in this Section 12; provided, however, that if the shareholders of the Portfolio fail to approve the Agreement as provided herein, the Advisor may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act as modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder. The foregoing requirement that continuance of this Agreement be `specifically approved at least annually' shall be construed in a manner consistent with the 1940 Act as modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder. This Agreement may be terminated as to the Portfolio at any time, without the payment of any penalty, penalty by vote of a majority of the Board Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days not less than 60 days' written notice to the Sub-Adviser. This Agreement may also be terminatedAdvisor, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach or by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Advisor at any time, time without the payment of any penalty, on 120 90 days written notice to UBS Global AMthe Trust. This Agreement will automatically and immediately terminate automatically in the event of its assignment assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or upon termination mailed postpaid, to the other party at any office of such party. As used in this Section 12, the term `assignment' shall have the meaning as set forth in the 1940 Act as modified or interpreted by any applicable order or orders of the Investment Advisory AgreementSEC or any rules or regulations adopted by, as it relates to this Portfolioor interpretative releases of, the SEC.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i1) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, ; unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Adviser resulting in the termination of the prior agreement between Sub-Adviser and UBS Global AM , provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM, or upon 60 days written notice to UBS AM in the event of a material breach by UBS AM of any of the representations, warranties and agreements set forth in Paragraph 8 of this Agreement which results or will likely result in damage to the Sub-Adviser. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, ; (i) on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon as to the Fund as of the effective date first above writtenof the Trust’s Registration Statement for the Fund, provided that this Agreement shall not take effect unless it has first been approved by (i) by a the vote of a majority of those trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or interested persons of any such party (“Independent Trustees”)the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the vote of a majority of the Portfolio’s outstanding voting securitiessecurities of the Fund. This Agreement shall remain in effect with respect to the Fund for a period of two (2) years from its effective date, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this hereinafter provided. This Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically with respect to the Fund thereafter for successive periods of twelve (12) months each, provided that so long as such continuance continuation is specifically approved at least annually by (ia) by a the vote of a majority of those members of the Independent TrusteesTrust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trust’s Board of Trustees or (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Fund, and otherwise complies with the requirements of the 1940 Act. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote the Trust’s Board of Trustees, by the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days Trust, or by the vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ prior written notice to the Sub-Adviser. This Agreement may also be terminatedother parties, without or by the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by Adviser or the Sub-Adviser of any of if either the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; Adviser or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties shall materially breach this Agreement and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate has been provided written notice and where such breach remains uncured for a period of sixty (60) days following such notice. In the event that the Trust terminates the Investment Advisory Agreement, this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMshall terminate concurrently with such termination. This Agreement will immediately terminate automatically in the event of its assignment or upon termination assignment. As used in this Agreement, the terms “majority of the Investment Advisory Agreementoutstanding voting securities”, as it relates to this Portfolio“interested persons” and “assignment” have the same meaning of such terms in the 1940 Act.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above writtenhereof, and shall amend and restate the Original Agreement as of that date. Unless sooner terminated with respect to the Trust as provided that herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall not take continue in effect unless it has first been with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (ia) by the vote of a majority of the Trust’s Board of Trustees or a vote of a majority of those trustees the outstanding voting securities of the Trust at the time outstanding and entitled to vote and (b) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)to this Agreement, cast in person at a meeting called for accordance with the purpose of voting on such approval, and (ii) by vote of a majority requirements of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to 1940 Act or any exemptive or other relief from the SEC without a vote of the Portfolio’s outstanding voting securitiestherefrom. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated by the Trust or the Advisor at any time, without the payment of any penalty, upon giving the Sub-Advisor 60 days’ notice (which notice may be waived by the Sub-Advisor), provided that such termination by the Trust or the Advisor shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the Board or by a vote holders of a majority of the outstanding voting securities of the Portfolio on 30 days written notice Trust at the time outstanding and entitled to the Sub-Adviser. This Agreement may also be terminatedvote, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach or by the Sub-Adviser of Advisor on 60 days’ written notice (which notice may be waived by the Trust and the Advisor), and will terminate automatically upon any termination of the representations, warranties Advisory Agreement between the Trust and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAdvisor. This Agreement will also immediately terminate automatically in the event of its assignment or upon termination assignment. (As used in this Agreement, the terms “majority of the Investment Advisory Agreement, as it relates to this Portfoliooutstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above written, provided that this Agreement written and shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast remain in person at a meeting called for the purpose of voting on such approval, full force and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from its effective such date. Thereafter, if not terminated, this Agreement shall continue automatically and thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of the 1000 Xxx) unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Trust under this subsection may be taken either by (i) by a vote of a majority of the Independent its Trustees, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding the foregoing, The Subadviser may at any time terminate this Agreement may by not less than one hundred twenty (120) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon receiving notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the outstanding voting Fund and with respect to any of its assets, except as expressly directed by the Adviser, and except for the settlement of securities transactions already entered into for the account of the Portfolio on 30 days written notice Fund. In addition, the Subadviser shall deliver copies of the Fund's Books and Records to the Sub-Adviser. This Agreement may also be terminatedAdviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioAdviser.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAM or such shorter period as agreed between the parties, including on 90 days written notice in the event of any material changes to the Governing Materials that affect the investment objectives, policies and strategies of the Portfolio unless such material changes are agreed to by Sub-Adviser. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, Agreement as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities; PROVIDED, unless UBS Global AM has authority to enter HOWEVER, that clause (ii) shall not apply when Xxxxxxxx Xxxxxxxx enters into this Agreement a sub-advisory agreement with a sub-adviser without such vote pursuant to exemptive relief from the terms of the SEC without a vote of order received by the Portfolio’s outstanding voting securitiesTrust. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (iI) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMXxxxxxxx Xxxxxxxx, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMXxxxxxxx Xxxxxxxx. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement Contract shall become effective upon the date first above written, provided that this Agreement Contract shall not take effect unless it has first been approved by a vote of a majority of those trustees of the Trust who are not parties to this Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Adviser shall provide Sub-Adviser with verification that such approval has occurred. (b) Unless sooner terminated as provided herein, this Contract shall continue in effect for two years from its effective date. Thereafter, so long as the Adviser has entered into a Final Investment Management Agreement and this Contract has not been terminated, this Contract shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually: (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement Contract or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioFund. Adviser shall provide Sub-Adviser with verification that such approvals have occurred. (c) Notwithstanding the foregoing, this Agreement Contract may be terminated by any party hereto at any time, without the payment of any penalty, immediately upon written notice to the other parties hereto in the event of material breach of any provision thereof by vote the party so notified if such breach shall not have been cured within a 20-day period after notice of the Board such breach; or otherwise, by a vote of a majority of the outstanding voting securities of the Portfolio on 30 any party upon thirty (30) days written notice to the Sub-Adviserother parties hereto. This The Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) terminated immediately if, in the reasonable judgment of UBS Global AMthe Trust or the Adviser, the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementContract, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMFund. This Agreement Contract will terminate automatically in the event of its assignment or upon termination of any future investment management agreement entered into between the Investment Advisory Agreement, Adviser and the Trust as it relates to this Portfolio.the Fund. This Contract shall not terminate upon termination of the Management Agreement defined herein, provided that the Adviser has entered into a Final Investment Management Agreement with the Trust

Duration and Termination. (a) This Agreement shall become effective upon on the date first above written, provided that this Agreement shall will not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually approved: (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund’s outstanding securities. This Agreement will continue in effect for a period of two years from the date listed on Appendix A, subject thereafter to be continued in force and effect from year to year only so long as such continuance is specifically approved at least annually (i) by either the Board or by vote of a “majority of the outstanding voting securities” (as defined in the 0000 Xxx) of such Fund, and (ii) in either event, by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement shall automatically terminate in the event of its assignment (as defined in the 0000 Xxx) or in the event of the termination or assignment of the Advisory Agreement. In addition, the Adviser has the right to terminate this Agreement immediately upon written notice if the Sub-Adviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as an investment adviser. (c) If a party breaches this Agreement in any material respect which is not cured within thirty (30) days of the other party giving it written notice of such breach, the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at any time, without the payment by the Fund of any penalty, by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser as follows: the Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to Adviser and the Sub-Adviser; . (iie) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days upon one year’s written notice to UBS Global AMthe Adviser. (f) The termination of this Agreement shall be without prejudice to accrued rights and liabilities and any provisions expressed to survive the termination hereof. This In particular, termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination. (g) The termination of this Agreement shall be without prejudice to the completion of transactions already initiated by the Sub-Adviser. Prior to the termination date, the Sub-Adviser will terminate automatically in use its reasonable efforts to oversee the settlement and delivery of all outstanding transactions at the time of such termination by either party and cooperate fully with the Adviser to ensure the orderly liquidation or other transition of the Fund’s assets. (h) Upon termination of this Agreement, the Sub-Adviser shall be obliged to deliver forthwith to the Adviser, or to the successor investment manager as may be appointed, all documents and certified copies or other properties of the Fund held by it hereunder. (i) In the event of any inconsistency between the termination provisions of this Agreement and the applicable Chinese laws and regulations, the applicable Chinese laws and regulations shall prevail; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. In any case, the Sub-Adviser shall not be obliged to transfer its assignment quota (even to the extent possible by applicable Chinese laws and regulations) to the Fund or upon any other parties subsequent to termination of this Agreement. (j) The termination of this Agreement will not impact the Investment Advisory Agreement, as it relates to this Portfolioeffectiveness of any other sub-advisory agreement between the parties.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on upon 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Advisor and its affiliate, Roxbury Capital Management, LLC (“Roxbury”) resulting in the automatic termination of the prior agreement between Roxbury and UBS Global AM, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall remain in effect with respect to the Portfolio until two years from the date first set forth above, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) This Agreement shall become effective upon by the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees Trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding , subject to the foregoingright of the Trust and the Advisor to terminate this contract as provided in this Section 12; provided, however, that if the shareholders of the Portfolio fail to approve the Agreement as provided herein, the Advisor may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act as modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder. The foregoing requirement that continuance of this Agreement be 'specifically approved at least annually' shall be construed in a manner consistent with the 1940 Act as modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder. This Agreement may be terminated as to the Portfolio at any time, without the payment of any penalty, penalty by vote of a majority of the Board Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days not less than 60 days' written notice to the Sub-Adviser. This Agreement may also be terminatedAdvisor, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach or by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement Advisor at any time, time without the payment of any penalty, on 120 90 days written notice to UBS Global AMthe Trust. This Agreement will automatically and immediately terminate automatically in the event of its assignment assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or upon termination mailed postpaid, to the other party at any office of such party. As used in this Section 12, the term 'assignment' shall have the meaning as set forth in the 1940 Act as modified or interpreted by any applicable order or orders of the Investment Advisory AgreementSEC or any rules or regulations adopted by, as it relates to this Portfolioor interpretative releases of, the SEC.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of a transaction with the Sub-Adviser resulting in a change in control, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenwritten above, provided that that, with respect to any Series, this Agreement Contract shall not take effect unless it such action has first been approved (i) by vote of a majority of the Board and by vote of a majority of those trustees directors of the Trust Fund who are not parties to this Agreement or interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto (all such party (“directors collectively being referred to herein as the "Independent Trustees”Directors"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securitiesaction. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years one year from its effective the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent TrusteesDirectors, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to any given Series by vote of a majority of the outstanding voting securities of the PortfolioClass A Shares of such Series. (c) Notwithstanding the foregoing, with respect to any Series this Agreement may be terminated at any time, without the payment of any penalty, by either party, upon the giving of 30 days' written notice. Such notice shall be deemed to have been given on the date it is received in writing by the other party or any officer thereof. This Agreement may also be terminated at any time, without the payment of any penalty, by vote of the Board Board, by vote of a majority of the Independent Directors or by a vote of a majority of the outstanding voting securities of the Portfolio Class A Shares of such Series on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxxx Xxxxxxxx and PaineWebber. (id) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 Termination of this Agreement; or (iii) immediately if, Agreement with respect to any given Series shall in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely no way affect the Portfolio. The Sub-Adviser may terminate continued validity of this Agreement at or the performance thereunder with respect to any time, without the payment of any penalty, on 120 days written notice to UBS Global AMother Series. This Agreement will automatically terminate automatically in the event of its assignment or in the event that the Distribution Contract is terminated. (e) Notwithstanding the foregoing, Xxxxxxxx Xxxxxxxx may terminate this Agreement without penalty, such termination to be effective upon the giving of written notice to PaineWebber in the event that the Plan is terminated or is amended to reduce the compensation payable to Xxxxxxxx Xxxxxxxx thereunder or in the event that the Registration Statement is amended so as to reduce the amount of compensation payable to Xxxxxxxx Xxxxxxxx under the Distribution Contract, provided that Xxxxxxxx Xxxxxxxx gives notice of termination pursuant to this provision within 90 days of such amendment or termination of the Investment Advisory Agreement, as it relates to this PortfolioPlan or amendment of the Registration Statement.

Duration and Termination. (a) This Agreement shall will become effective for each Fund upon its approval by the Trustees and by a vote of the majority of the outstanding voting securities of each Fund; provided, however, if CSIM obtains exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Fund involved, the Agreement will become effective upon its approval by the Trustees, without approval by the shareholders. This Agreement will remain in effect until two years from date first above writtenof each effectiveness, provided that this Agreement shall not take effect unless it has first been and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (i) by a the vote of a majority of those trustees of the Trust Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trusteesparty, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board Trustees, or by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of a Fund fail to approve the Agreement as provided herein, Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 0000 Xxx. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” will be construed in a manner consistent with the 1940 Act. (b) This Agreement may be terminated at any time, without cause and without payment of any penalty by Fund Parties, by vote of a majority of the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days not more than 60 days’ written notice to the Sub-Adviser, or by CSIM upon 90 days’ written notice to Sub-Adviser. This In addition, this Agreement may also be terminated, with cause, by CSIM at any time, without the payment of any penaltypenalty by Fund Parties, by UBS Global AM; upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) upon 120 days written notice to any material breach of the Agreement by Sub-Adviser; (ii) upon material breach any federal or state regulatory violation by the Sub-Adviser of any of the representations, warranties Adviser; and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, any material financial or other impairment that in the reasonable judgment of UBS Global AM, the CSIM impairs Sub-Adviser becomes unable Adviser’s ability to discharge its duties and obligations under this Agreementperform the Services. Confidentiality Agreement 5 Xxxxxxx Xxxxxx & Co., including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.Inc.

Duration and Termination. This Agreement will become effective with respect to each Fund upon the date listed for such Fund on Schedule A, provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Fund, in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, shall continue in effect for an initial term of two years from its original effective date for such Fund. Thereafter, if not terminated, this Agreement shall continue in effect as to a particular Fund for successive one-year terms, provided that such continuance is specifically approved at least annually (a) This Agreement shall become effective upon by the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees members of the Trust Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (iib) by the vote of a majority of the PortfolioTrust’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from Board of Trustees or by the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of all votes attributable to the Independent Trusteesoutstanding shares of such Fund. Notwithstanding the foregoing, cast in person this Agreement may be terminated as to a particular Fund at a meeting called for any time on 60 days’ written notice, without the purpose payment of voting on such approvalany penalty, and (ii) by the Trust (by vote of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio. (csuch Fund) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Investment Adviser or Sub-Adviser. This Agreement may also be terminatedwill immediately terminate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to in the Sub-Adviser; event of its assignment, or (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMevent the Investment Advisory Agreement between the Investment Adviser and the Trust is assigned or terminates for any other reason. In addition, the Trust or the Investment Adviser has the right to terminate this Agreement upon immediate notice if the Sub-Adviser becomes unable to discharge statutorily disqualified from performing its duties and obligations under this Agreement, including circumstances such Agreement or otherwise is legally prohibited from operating as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMan investment adviser. This Agreement will also terminate automatically upon written notice to the other party that the other party is in material breach of this Agreement, unless the other party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice. As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio1940 Act.

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above written, provided that this Agreement written and shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast remain in person at a meeting called for the purpose of voting on such approval, full force and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from its effective such date. Thereafter, if not terminated, this Agreement shall continue automatically and thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act) unless the Agreement is terminated axxxxxxxxally as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Trust under this subsection may be taken either by (i) by a vote of a majority of the Independent its Trustees, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding the foregoing, The Subadviser may at any time terminate this Agreement may by not less than one hundred twenty (120) days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, immediately upon receiving a notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of the outstanding voting Fund and with respect to any of its assets, except as expressly directed by the Adviser, and except for the settlement of securities transactions already entered into for the account of the Portfolio on 30 days written notice Fund. In addition, the Subadviser shall deliver copies of the Fund's Books and Records to the Sub-Adviser. This Agreement may also be terminatedAdviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this PortfolioAdviser.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, ; unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates related to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon remain in effect until September 30, 2017, and shall continue in effect thereafter, but only so long as such continuance is specifically approved with respect to the date first above written, provided that this Agreement shall not take effect unless it has first been approved Fund at least annually by the affirmative vote of: (i) by a vote of a majority of those trustees the members of the Trust Fund’s Board who are not parties to this Agreement interested persons, you or interested persons of any such party (“Independent Trustees”)us, cast in person at a meeting called for the purpose of voting on such approval, ; and (ii) by vote a majority of the Fund’s Board or the holders of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote securities of the Portfolio’s outstanding voting securitiesrespective Fund. (b) Unless sooner terminated as provided hereinThis Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser and the Sub-Adviser have the right to terminate this Agreement shall continue in effect for two years upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its effective date. Thereafter, if not terminated, duties under this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance or otherwise is specifically approved at least annually legally prohibited from operating as an investment adviser. (ic) by If a vote of a majority party breaches this Agreement in any material respect which is not cured within sixty (60) days of the Independent Trusteesother party giving it written notice of such breach, cast in person the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board of Directors of the Fund, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser. This Agreement . (e) The Sub-Adviser may also be terminatedat any time, without the payment of any penalty, by UBS Global AM; terminate this Agreement upon ninety (i90) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may without payment of any penalty terminate this Agreement at upon prior written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any timeregulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically which in the event of its assignment or upon termination opinion of the Investment Advisory Agreement, as it relates Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this PortfolioAgreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has ithas first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s Portfolios outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Portfolios outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; : (i) upon 120 days days’ written notice to the Sub-Adviser; (ii) immediately upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days’ written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM GLOBAL Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; GLOBAL Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMGLOBAL Americas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMGLOBAL Americas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above writtenconsummation of the anticipated transaction involving a change in control of the Sub-Advisor resulting in the automatic termination of the prior agreement between the parties hereto, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Americas has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Americas: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMAmericas, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMAmericas. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon remain in effect until September 30, 2015, and shall continue in effect thereafter, but only so long as such continuance is specifically approved with respect to the date first above written, provided that this Agreement shall not take effect unless it has first been approved Fund at least annually by the affirmative vote of: (i) by a vote of a majority of those trustees the members of the Trust Fund’s Board who are not parties to this Agreement interested persons, you or interested persons of any such party (“Independent Trustees”)us, cast in person at a meeting called for the purpose of voting on such approval, ; and (ii) by vote a majority of the Fund’s Board or the holders of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote securities of the Portfolio’s outstanding voting securitiesrespective Fund. (b) Unless sooner terminated as provided hereinThis Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser and the Sub-Adviser have the right to terminate this Agreement shall continue in effect for two years upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its effective date. Thereafter, if not terminated, duties under this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance or otherwise is specifically approved at least annually legally prohibited from operating as an investment adviser. (ic) by If a vote of a majority party breaches this Agreement in any material respect which is not cured within sixty (60) days of the Independent Trusteesother party giving it written notice of such breach, cast in person the other party may effect termination of this Agreement on written notice to the defaulting party. (d) This Agreement may be terminated at a meeting called for any time, without the purpose payment by the Fund of voting on such approvalany penalty, and (ii) by the Board of Directors of the Fund, or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund, or by the foregoing, Adviser. The Fund may effect termination of this Agreement may be terminated at any time, without the payment of any penalty, by vote action of the Board of Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Portfolio Fund on 30 days sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser. This Agreement . (e) The Sub-Adviser may also be terminatedat any time, without the payment of any penalty, by UBS Global AM; terminate this Agreement upon ninety (i90) upon 120 days days’ written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may without payment of any penalty terminate this Agreement at upon prior written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any timeregulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically which in the event of its assignment or upon termination opinion of the Investment Advisory Agreement, as it relates Sub-Adviser may be unreasonably detrimental to the Sub-Adviser. (f) Termination of this PortfolioAgreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that The term of this Agreement shall not take begin on the date set forth on Appendix A and shall continue in effect unless it has first been approved for a period of two (i2) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief years from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this date set forth on Appendix A. This Agreement shall continue in effect for two years from its effective date. Thereafteryear to year thereafter, subject to termination as hereinafter provided, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (ia) by a vote of a majority of the Independent outstanding voting securities (as defined in the 0000 Xxx) of each Fund or by vote of the Trust's Board of Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Sub-Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof. This Agreement may be terminated at any time on at least 60 day’s prior written notice to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board of Trustees, (ii) by the Board or Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Portfolio. Fund, or (civ) Notwithstanding in accordance with the foregoing, this Agreement may be terminated at any time, without the payment terms of any penalty, exemptive order obtained by vote the Trust or the Fund under Section 6(c) of the Board 1940 Act, exempting the Trust or by a vote of a majority of the outstanding voting securities of Funds from Section 15(a) and Rule 18f-2 under the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio1940 Act. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days at least 60 days' prior written notice to UBS Global AMthe Adviser and the Trust. Termination of this Agreement and/or the services of the Sub-Adviser will not affect (i) the validity of any action previously taken by Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund’s obligation to pay advisory fees to Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, Sub-Adviser will have no further obligation to take any action subsequent to termination with respect to the Fund except as may be reasonably required pursuant to the notice of termination and in furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Fund. This Agreement will automatically and immediately terminate automatically in the event of its assignment or upon termination of (as defined in the Investment Advisory Agreement, as it relates to this Portfolio1940 Act).

Duration and Termination. (a) This Agreement shall become effective upon as of the date first above writtenwritten and shall remain in full force and effect through August 31, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval2006, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically thereafter for successive periods of twelve months each, one year (provided that such continuance is specifically approved at least annually in conformity with the requirements of Section 15 of the 0000 Xxx) unless the Agreement is terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust or the Adviser may at any time terminate this Agreement, without payment of any penalty, by not more than 60 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Subadviser. Action of the Trust under this subsection may be taken either by (i) by a vote of a majority of the Independent its Trustees, cast in person at a meeting called for the purpose of voting on such approval, and or (ii) by the Board or by affirmative vote of a majority of the outstanding voting securities of the Portfolio.Fund; or (cb) Notwithstanding the foregoing, The Subadviser may at any time terminate this Agreement may by not less than 120 days' prior written notice delivered or mailed by registered mail, postage prepaid, or by nationally recognized overnight delivery service, receipt requested, to the Adviser. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty, by vote . Fees payable to Subadviser for services rendered under this Agreement will be prorated to the date of termination of the Board Agreement. In the event of termination of this Agreement for any reason, the Subadviser shall, promptly upon receiving notice of termination or by a vote receipt acknowledging delivery of a majority notice of termination to Adviser, or such later date as may be specified in such notice, cease all activity on behalf of a Fund and with respect to any of its assets, except as expressly directed by the outstanding voting Adviser, and except for the settlement of securities transactions already entered into for the account of a Fund. In addition, the Portfolio on 30 days written notice Subadviser shall deliver copies of a Fund's Books and Records to the Sub-Adviser. This Agreement may also be terminatedAdviser upon request by such means and in accordance with such schedule as the Adviser shall reasonably direct and shall otherwise cooperate, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach as reasonably directed by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately ifAdviser, in the reasonable judgment transition of UBS Global AM, Fund investment management to any successor to the Sub-Adviser becomes unable to discharge its duties and obligations under this AgreementSubadviser, including circumstances the Adviser; provided however that the Subadviser shall be permitted to retain copies of such as financial insolvency records for its own protection and may not disclose such information to other parties unless required to comply with any law, rule, regulation or order of the Sub- Adviser a court or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfoliogovernment authority.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM Xxxxxxx Advisors has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; Xxxxxxx Advisors: (i) upon 120 days days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AMXxxxxxx Advisors, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Sub-Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days days' written notice to UBS Global AMXxxxxxx Advisors. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Management Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“Independent Trustees”)party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s Series's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those trustees of the Independent TrusteesTrust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the PortfolioSeries. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio Series on 30 days 60 days' written notice to the Trust and the Sub-Adviser. This Agreement may also be terminatedterminated by EII: (i) on 120 days' written notice to the Trust and the Sub-Adviser, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, representations and warranties and agreements set forth in Paragraph 7 8 of this Agreement, if such breach shall not have been cured within a 20 day period after notice of such breach; or (iii) immediately if, in the reasonable judgment of UBS Global AM, if the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written days' notice to UBS Global AMEII. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.

Duration and Termination. (a) This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party (“"Independent Trustees”"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this Agreement pursuant to exemptive relief from the SEC without a vote of the Portfolio’s 's outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; (i) upon 120 days written notice to the Sub-Sub- Adviser; (ii) upon material breach by the Sub-Adviser of any of the representations, warranties and agreements set forth in Paragraph 7 of this Agreement; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the Portfolio. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Investment Advisory Agreement, as it relates to this Portfolio.