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 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 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 Contract shall become effective with respect to the Sub-Advisor upon the later of the date first above hereabove written and the date that the Sub-Advisor is registered with the SEC as an investment advisor under the Advisors Act, if the Sub-Advisor 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 Fund 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 PortfolioFund’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 two years from its effective dateuntil [June 30, 2012]. 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 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 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 Fund on 30 days sixty days’ written notice to the Sub-Adviser. This Agreement may also be terminated, without Advisor; or (ii) by the payment of any penalty, by UBS Global AM; (i) upon 120 days Advisor on sixty 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 AgreementAdvisor; or (iii) immediately if, in the reasonable judgment of UBS Global AM, by 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, Advisor on 120 days sixty days’ written notice to UBS Global AMthe Trust. Should this Contract be terminated with respect to the Sub-Advisor, the Advisor shall assume the duties and responsibilities of the Sub-Advisor unless and until the Advisor appoints another Sub-Advisor to perform such duties and responsibilities. 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 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 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 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 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. (a) This Agreement shall become is effective upon as of the date first above writtenwritten above, provided that this Agreement shall not take effect unless it has first been approved (i) by a the 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 Fund's outstanding voting securitiessecurities (within the meaning of the 1940 Act), unless UBS Global AM the Adviser 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 datedate of execution. 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 the 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 either the vote of (A) the Board or by vote of (B) a majority of the outstanding voting securities of the PortfolioFund (within the meaning of the 1940 Act); provided further, that if the shareholders fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and the rules and regulations 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 and the rules and regulations thereunder. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority 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-AdviserFund. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM; the Adviser: (i) upon 120 60 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 AMAdviser, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including without limitation, circumstances such as financial insolvency of the Sub- Adviser or other circumstances that could adversely affect the PortfolioSub-Adviser. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 90 days written notice to UBS Global AMAdviser and the Trust. 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. (d) In the event of termination for any reason, all records of the Fund that are maintained by the Sub-Adviser in accordance with the 1940 Act and Section 14 of this Agreement shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such records by the Sub-Adviser, although the Sub-Adviser may, at its expense, make and retain a copy of such records.

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. 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 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 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 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 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 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 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 each Segment or 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 each 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 1000 Xxx) of any such party (“Independent Trustees”)the Fund, the Investment Adviser, or the Portfolio Manager, 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 Segment or Portfolio: (a) by the Fund at any timetime with respect to the services provided by the Portfolio Manager, without the payment of any penalty, 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 Fund 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-Portfolio Manager 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 Portfolio Manager 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 Fund. (c) by the Investment Adviser at any time, without the payment of any penalty, upon sixty (60) days’ prior written notice to the Portfolio Manager and the Fund. This Agreement will terminate automatically in the event of its assignment or 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. The Investment Adviser may rebalance the assets of a Portfolio in order to maintain the initial allocations of a Segment upon [10] days notice to the Portfolio Manager. Such notice shall not constitute a termination of the Investment Advisory Agreement. In the event this Agreement is terminated or is not approved in the manner described above (i) Portfolio Manager 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), and 2(q) within 30 business days of termination; and (ii) the Sections or Paragraphs numbered 2(g) for a period of six years, and 2(m), 2(t), 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 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 Sub-advisory Agreement shall become effective upon continue for an initial term of two years from the date first above writtenEffective Date, 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 (i) by the Board of Trustees of the Trust or (ii) 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 any 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: (iii) 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 (iii) 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 17 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 17. 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 or upon interpreted under the 0000 Xxx) or the assignment or termination of the Investment Advisory Agreement. The Sub-adviser shall notify the Trust and the Manager in writing sufficiently in advance of any proposed change in control or other proposed assignment (as defined in or interpreted under the 0000 Xxx) of the Sub-adviser to enable the Manager to take steps to enter into a new contract with the Sub-Adviser. (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 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 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 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 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 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 PortfolioFund; 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. (cb) Notwithstanding the foregoing, this This Agreement may be terminated at any time, without the cause and without payment of any penalty, penalty by Fund Parties by: (i) vote of a majority of the Board or by a Trustees; (ii) vote of a majority of the outstanding voting securities of the Portfolio a 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 AM; (i) upon 120 days not more than 60 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 ifCSIM upon 90 days’ written notice to Sub-Adviser. In addition, this Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty by Fund Parties, upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) 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 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 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) 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 '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 writtenits execution; provided, provided that with respect to any Portfolio now existing or hereafter created, this Agreement agreement shall not take effect unless it first has first been approved (i) by a vote of a the 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 that Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this . This Agreement pursuant to exemptive relief from shall remain in full force and effect continuously thereafter until terminated without the SEC without a payment of any penalty as follows: (a) By vote of a majority of its trustees, or by 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 affirmative vote of a majority of the Independent Trusteesoutstanding Shares of such Portfolio, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager at its principal offices; or (b) With respect to any Portfolio, if (i) the trustees or the shareholders of that Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the trustees who are not interested persons of the Trust or of the Manager or of any subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval, and (ii) by do not specifically approve at least annually the Board continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or by vote upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of a majority Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the outstanding voting securities of Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder with respect to that Portfolio.; or (c) Notwithstanding the foregoing, this Agreement The Manager 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 time terminate this Agreement at with respect to any time, without the payment of any penalty, on 120 days or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to UBS Global AM. the Trust. (d) This Agreement automatically and immediately will 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 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 written, provided that The term of this Agreement shall not take effect unless it has first been approved (i) by a vote begin on the date of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons and shall continue in effect for a period of any such party two (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii2) 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 date of the Portfolio’s outstanding voting securities. (b) Unless sooner terminated as provided herein, this Agreement. 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 1000 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 1000 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 1000 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 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 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”), 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 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 (i) for any reason whatsoever, 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, or (ii) for cause, by not less than thirty (30) 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 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 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 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 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 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 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 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 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 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 governed by exemptive relief from the SEC permitting CSIM 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 PortfolioFund; 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. (cb) Notwithstanding the foregoing, this This Agreement may be terminated at any time, without the cause and without payment of any penalty, penalty by Fund Parties by: (i) vote of a majority of the Board or by a Trustees; (ii) vote of a majority of the outstanding voting securities of the Portfolio a 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 AM; (i) upon 120 days not more than 60 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 ifCSIM upon 90 days’ written notice to Sub-Adviser. In addition, this Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty by Fund Parties, upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) 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 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 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 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 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 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 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 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 autxxxxxxxxly 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 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 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. (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 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”)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 writtenits execution; provided, provided that with respect to any Portfolio now existing or hereafter created, this Agreement shall not take effect unless it first has first been approved (i) by a vote of a the 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 that Portfolio’s 's outstanding voting securities, unless UBS Global AM has authority to enter into this . This Agreement pursuant to exemptive relief from shall remain in full force and effect continuously thereafter until terminated without the SEC without a payment of any penalty as follows: (a) By vote of a majority of its trustees, or by 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 affirmative vote of a majority of the Independent Trusteesoutstanding shares of such Portfolio, the Trust may at any time terminate this Agreement with respect to any or all Portfolios by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser at its principal offices; or (b) With respect to any Portfolio, this Agreement shall be approved for an initial period of two year and at least annually thereafter by (i) the Trustees or the shareholders of that Portfolio by the affirmative vote of a majority of the outstanding shares of such Portfolio, and (ii) a majority of the Trustees who are not interested persons of the Trust or of the Adviser or of any subadviser, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is not approved at least annually after the initial two-year period, and (ii) by then this Agreement shall automatically terminate at the Board close of business on the second anniversary of its execution, or by vote upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of a majority Portfolio for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the outstanding voting securities of Adviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder with respect to that Portfolio.; or (c) Notwithstanding the foregoing, this Agreement The Adviser 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 time terminate this Agreement at with respect to any time, without the payment of any penalty, on 120 days or all Portfolios by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid to UBS Global AM. the Trust. (d) This Agreement automatically and immediately will 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 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. (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 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 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”)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 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 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) The effectiveness and termination dates of this Agreement shall be determined separately for each Fund as described below. This Agreement shall become effective with respect to a Fund upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved latest of (i) the effectiveness of the Transaction; (ii) the approval of this Agreement by a the affirmative vote of a majority of those trustees the outstanding voting securities of the Fund; and (iii) the commencement of operations of the Fund. This Agreement shall remain in full force and effect continually thereafter with respect to a Fund, subject to renewal as provided in subparagraph (c) of this section and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows: (a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or (b) The Adviser may at any time terminate this Agreement by not more than sixty (60) days’ nor less than thirty (30) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Trust; or (c) This Agreement shall automatically terminate two years from the date of its effectiveness unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust who are not parties to this Agreement 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 ; or (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 affirmative vote of a majority of the outstanding voting securities of the Portfolio. (c) Notwithstanding Fund; provided, however, that if the foregoing, continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder. Termination of this Agreement pursuant to this Section shall be terminated at any time, without the payment of any penalty. In the event of termination of this Agreement for any reason, by vote the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Board or by a vote of a majority of the outstanding voting securities of the Portfolio on 30 days written notice applicable Fund(s) and with respect 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 representationsassets, warranties except as otherwise required by any fiduciary duties of the Adviser under applicable law. In addition, the Adviser shall deliver the Fund Books and agreements set forth Records to the Trust by such means and in Paragraph 7 of this Agreement; or (iii) immediately ifaccordance with such schedule as the Trust shall direct and shall otherwise cooperate, as reasonably directed by the Trust, in the reasonable judgment transition of UBS Global AM, the Sub-Adviser becomes unable portfolio asset management to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency any successor 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: (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-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 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 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 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 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 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 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 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 '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. (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 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 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”"), 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 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 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 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 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 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 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 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 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 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 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 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 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 governed by exemptive relief from the SEC permitting CSIM 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 PortfolioFund; 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. (cb) Notwithstanding the foregoing, this This Agreement may be terminated at any time, without the cause and without payment of any penalty, penalty by Fund Parties by: (i) vote of a majority of the Board or by a Trustees; (ii) vote of a majority of the outstanding voting securities of the Portfolio a 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 AM; (i) upon 120 days not more than 60 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 ifCSIM upon 90 days’ written notice to Sub-Adviser. In addition, this Agreement may be terminated, with cause, by CSIM at any time, without payment of any penalty by Fund Parties, upon written notice to Sub-Adviser. As used herein, “with cause” means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) 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 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 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 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 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 that, this Agreement shall not take effect unless it such action has first been approved (i) by a vote of a majority of those trustees the Board and by vote of a majority of the Trust Independent Directors, as defined in the Fund’s Code of Ethics, who are not parties have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto (all such directors collectively being referred to this Agreement or interested persons of any such party (herein as the “Independent TrusteesDirectors”), 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 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 Board, and (iii) by a vote of a majority of the Fund’s outstanding voting securities of the PortfolioShares. (c) Notwithstanding the foregoing, this Agreement may be terminated at any time, 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 Shares of the Portfolio Fund on 30 days sixty (60) days’ prior 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 Distributor or by the Sub-Adviser of any of the representationsDistributor, 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 sixty (60) days’ prior written notice to UBS Global AMthe Fund. This Agreement will automatically terminate automatically in the event of its assignment except that the rights and obligations hereunder may be transferred to another person if all of the following conditions are met: (i) the transferee is a person directly or upon indirectly controlling, controlled by, or under common control with the Distributor (“Affiliate”), (ii) such Affiliate is organized and has its principal place of business in Puerto Rico, (iii) in the opinion of counsel to the Fund, such transfer would not constitute an assignment within the meaning of the provisions of the 1940 Act and would not affect the Fund’s eligibility for exemption from the 1940 Act pursuant to Section 6(a)(1) thereof, and (iv) the Board must have received at least thirty (30) days’ prior notice of such transfer. (d) The provisions of Paragraphs (q) and (r) of Section 2 and Sections 10, 11, 15, 16, 17 and 18 shall survive the 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 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 Management Agreement. Notwithstanding the foregoing, this Agreement shall not terminate in the event the new Investment Advisory Management and Administration Agreement described in the UBS PACEsm Select Advisors Trust Proxy Statement dated May 15, 2008 (the “New Agreement”) is approved by shareholders and the Management Agreement (as defined herein) is automatically terminated. Upon effectiveness of the New Agreement, as it relates all references to this Portfolio“Management Agreement” herein shall refer to the New Agreement.