Common use of Duties as Investment Adviser Clause in Contracts

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Board of Directors (Board), UBS Global AM will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and UBS Global AM may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to UBS Global AMs determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AM, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Corporation are the property of the Corporation, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Corporation any records which it maintains for the Corporation uponrequest by the Corporation. (d) UBS Global AM will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the Board. 3.

Duties as Investment Adviser. (a) a Subject to the supervision of the Corporations Trusts Board of Directors (Trustees Board), UBS Global AM Americas will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM Americas will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) b UBS Global AM Americas agrees that that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; execution provided that, on behalf of any Series, UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Series, and UBS Global AM Americas, pursuant to Board authorization, may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) c UBS Global AM Americas will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 31a-1 under the 1940 Act, Act and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) d UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration Statement) Statement or as more frequently requested by the Board. 3e The Trust hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11a of the Securities Exchange Act of 1934, and the Trust hereby consents to the retention of compensation by UBS Global Americas or any person or entity associated with UBS Global Americas. 17. Duties as Administrator. UBS Global Americas will administer the affairs of the Trust with respect to each Series subject to the supervision of the Board and the following understandings: a UBS Global Americas will supervise all aspects of the operations of the Trust and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust and each Series. b UBS Global Americas will provide the Trust and each Series with such corporate, administrative and clerical personnel including officers of the Trust and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. c UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination as applicable of the Trusts Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. d UBS Global Americas will provide the Trust and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. e UBS Global Americas will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 18.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations corporations Board of Directors (Board), UBS Global AM Americas will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM Americas will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM Americas agrees that that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and UBS Global AM Americas may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM Americas will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation are the property of the Corporation, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Corporation any records which it maintains for the Corporation uponrequest upon request by the Corporation. (d) UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the Board. (e) The Corporation hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended and Rule 11a22(T) thereunder, and the Corporation hereby consents to the retention of compensation by UBS Global Americas or person or entity associated with UBS Global Americas for such transactions in accordance with Rule 11a22(T)(a)(2)(iv). 3. Duties as Administrator. UBS Global Americas will administer the affairs of the Corporation and each Series subject to the supervision of the Board and the following understandings: (a) UBS Global Americas will supervise all aspects of the operations of the Corporation and each Series, including the oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Corporation and each Series. (b) UBS Global Americas will provide the Corporation and each Series with such corporate, administrative and clerical personnel (including officers of the Corporation) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Corporation and each Series. (c) UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Corporations Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission. (d) UBS Global Americas will provide the Corporation and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) UBS Global Americas will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Trust's Board of Directors Trustees ("Board"), UBS Global AM Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each a Series, including investment research and management with respect to all securities and investments and cash equivalents in each the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. UBS Global AM Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub-adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' duty to provide a continuous investment management program with respect to any Series, including the provision of investment management services with respect to a portion of the Series' assets, in accordance with paragraph 5 of this Agreement. (b) UBS Global AM Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Series, and UBS Global AM Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Xxxxxxxx Xxxxxxxx to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMXxxxxxxx Xxxxxxxx, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders . Whenever UBS Global AM Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMXxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 31a-l under the 1940 Act, Act and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) UBS Global AM Xxxxxxxx Xxxxxxxx will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement) or as more frequently requested by the Board. (e) The Trust hereby authorizes Xxxxxxxx Xxxxxxxx and any entity or person associated with Xxxxxxxx Xxxxxxxx which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act and the rules thereunder, and the Trust hereby consents to the retention of compensation by Xxxxxxxx Xxxxxxxx or any person or entity associated with Xxxxxxxx Xxxxxxxx for such transaction. 3. Duties as Administrator. Xxxxxxxx Xxxxxxxx will administer the affairs of the Trust and each Series subject to the supervision of the Board and the following understandings: (a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operations of the Trust and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust and each Series. (b) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with such corporate, administrative and clerical personnel (including officers of the Trust) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. (c) Xxxxxxxx Xxxxxxxx will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Trust's Registration Statement, proxy material, tax returns and required reports to each Series' shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) Xxxxxxxx Xxxxxxxx will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of Xxxxxxxx Xxxxxxxx. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Trusts Board of Directors Trustees (Board), UBS Global AM Americas will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM Americas will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM Americas agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and UBS Global AM Americas may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM Americas will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the Board. (e) The Trust hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2 2(T) thereunder, and the Trust hereby consents to the retention of compensation by UBS Global Americas or such person or entity associated with UBS Global Americas for such transactions in accordance with Rule 11a2 2(a)(2)(iv). 3. Duties as Administrator. UBS Global Americas will administer the affairs of the Trust and each Series subject to the supervision of the Board and the following understandings: (b) UBS Global Americas will supervise all aspects of the operations of the Trust and each Series, including the oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust and each Series. (b) UBS Global Americas will provide the Trust and each Series with such corporate, administrative and clerical personnel (including officers of the Trust) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. (c) UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Trusts Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) UBS Global Americas will provide the Trust and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) UBS Global Americas will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Funds Board of Directors Trustees (Board), UBS Global AM Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM Manager agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Manager may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Series, and UBS Global AM Manager may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Managers determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Manager to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMManager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever UBS Global AM Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMManager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM hereby Manager hxxxxx agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a1 under the 1940 Act, Act and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation uponrequest Fund upon request by the CorporationFund. (d) UBS Global AM Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration thereto(Registration Statement) or as more frequently requested by the Board. (e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction. 3. Duties as Administrator. Manager will administer the affairs of the Fund and each Series subject to the supervision of the Board and the following understandings: (a) Manager will supervise all aspects of the operations of the Fund and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund and each Series. (b) Manager will provide the Fund and each Series with such corporate, administrative and clerical personnel (including officers of the Fund) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Fund and each Series. (c) Manager will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Funds Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) Manager will provide the Fund and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) Manager will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of Manager. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Fund’s Board of Directors (“Board”), UBS Global AM Americas will provide a continuous investment program for each Seriesthe Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. (b) UBS Global AM Americas agrees that that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, that UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series Fund with research, analysis, advice and similar services, and UBS Global AM Americas may pay to those brokers and dealersbrokers, in return for research and analysissuch services, a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Americas’ determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series the Fund and its other clients and that the total commissions or spreads paid by such Series the Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) UBS Global AM Americas will maintain or oversee the maintenance of all books and records with respect to the securities transactions of each Series, the Fund and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a1 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation uponrequest Fund upon request by the CorporationFund. (d) UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series the Fund as described in the currently effective registration statement of the Corporation Fund under the Securities 1933 Act of 1933, as amended, and 1940 Act and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. (e) The Fund hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended. 3. Duties As Administrator. UBS Global Americas will administer the affairs of the Fund subject to the supervision of the Board and the following understandings: (a) UBS Global Americas will supervise all aspects of the operations of the Fund, including the oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund. (b) UBS Global Americas will provide the Fund with such corporate, administrative and clerical personnel (including officers of the Fund) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Fund. (c) UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Fund’s Registration Statement, proxy material, tax returns and required reports to the Fund’s shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) UBS Global Americas will provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) UBS Global Americas will provide the Board, on a regular basis, with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment-services normally available to institutional or other customers of UBS Global Americas. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Board of Directors (Board), UBS Global AM will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any each Series, UBS Global AM may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and UBS Global AM may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to UBS Global AMs determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AM, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the a Series. (c) UBS Global AM will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) UBS Global AM will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the Board. 3. Duties as Administrator. UBS Global AM will administer the affairs of each Series subject to the supervision of the Board and the following understandings: (a) UBS Global AM will supervise all aspects of the operations of each Series, including the oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of each Series. (b) UBS Global AM will provide each Series with such corporate, administrative and clerical personnel (including officers of the Trust) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of each Series. (c) UBS Global AM will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Trusts Registration Statement relating to the Series, proxy material, tax returns and required reports with or to each Series shareholders, the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) UBS Global AM will provide each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) UBS Global AM will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global AM. (f) UBS Global AM will hold itself available to receive orders for the purchase of shares of each Series (Shares) and will accept or reject such orders on behalf of the Series in accordance with the Trusts Registration Statement, and will transmit such orders as are so accepted to the appropriate transfer agent as promptly as practicable; provided, however, that UBS Global AM is not obligated to sell any certain number of Shares. (g) UBS Global AM will make itself available to receive requests for redemption from holders of Shares and will transmit such redemption requests to the Trusts transfer agent as promptly as possible. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Trust's Board of Directors Trustees ("Board"), UBS Global AM Xxxxxxxx Xxxxxxxx will provide a continuous investment program for each a Series, including investment research and management with respect to all securities and investments and cash equivalents in each the Series, and may allocate the Series' portfolio investments between countries, regions or types of investments. UBS Global AM Xxxxxxxx Xxxxxxxx will determine from time to time what securities and other investments will be purchased, retained or sold by each the Series. Xxxxxxxx Xxxxxxxx may delegate to a sub- adviser, in whole or in part, Xxxxxxxx Xxxxxxxx' duty to provide a continuous investment management program with respect to any Series, including the provision of investment management services with respect to a portion of the Series' assets, in accordance with paragraph 5 of this Agreement. (b) UBS Global AM Xxxxxxxx Xxxxxxxx agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Xxxxxxxx Xxxxxxxx may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Series, and UBS Global AM Xxxxxxxx Xxxxxxxx may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Xxxxxxxx Xxxxxxxx' determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Xxxxxxxx Xxxxxxxx to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMXxxxxxxx Xxxxxxxx, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever UBS Global AM Xxxxxxxx Xxxxxxxx simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMXxxxxxxx Xxxxxxxx, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM Xxxxxxxx Xxxxxxxx will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Xxxxxxxx Xxxxxxxx hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 31a-l under the 1940 Act, Act and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) UBS Global AM Xxxxxxxx Xxxxxxxx will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto ("Registration Statement) or as more frequently requested by the Board. (e) The Trust hereby authorizes Xxxxxxxx Xxxxxxxx and any entity or person associated with Xxxxxxxx Xxxxxxxx which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act and the rules thereunder, and the Trust hereby consents to the retention of compensation by Xxxxxxxx Xxxxxxxx or any person or entity associated with Xxxxxxxx Xxxxxxxx for such transaction. 3. Duties as Administrator. Xxxxxxxx Xxxxxxxx will administer the affairs of the Trust and each Series subject to the supervision of the Board and the following understandings: (a) Xxxxxxxx Xxxxxxxx will supervise all aspects of the operations of the Trust and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust and each Series. (b) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with such corporate, administrative and clerical personnel (including officers of the Trust) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. (c) Xxxxxxxx Xxxxxxxx will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Trust's Registration Statement, proxy material, tax returns and required reports to each Series' shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) Xxxxxxxx Xxxxxxxx will provide the Trust and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) Xxxxxxxx Xxxxxxxx will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of Xxxxxxxx Xxxxxxxx. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Funds Board of Directors (Board), UBS Global AM Americas will provide a continuous investment program for each Seriesthe Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. (b) UBS Global AM Americas agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, that UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series Fund with research, analysis, advice and similar services, and UBS Global AM Americas may pay to those brokers and dealersbrokers, in return for research and analysissuch services, a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series the Fund and its other clients and that the total commissions or spreads paid by such Series the Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) UBS Global AM Americas will maintain or oversee the maintenance of all books and records with respect to the securities transactions of each Series, the Fund and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a1 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation uponrequest Fund upon request by the CorporationFund. (d) UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series the Fund as described in the currently effective registration statement of the Corporation Fund under the Securities 1933 Act of 1933, as amended, and 1940 Act and any amendments or supplements thereto (Registration Statement) or as more frequently requested by the Board. (e) The Fund hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2 2(T) thereunder, and the Fund hereby consents to the retention of compensation by UBS Global Americas or any person or entity associated with UBS Global Americas for such transactions in accordance with Rule 11a2 2(T)(a)(2)(iv). 3. Duties as Administrator. UBS Global Americas will administer the affairs of the Fund subject to the supervision of the Board and the following understandings: (a) UBS Global Americas will supervise all aspects of the operations of the Fund, including the oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund. (b) UBS Global Americas will provide the Fund with such corporate, administrative and clerical personnel (including officers of the Fund) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Fund. (c) UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Funds Registration Statement, proxy material, tax returns and required reports to the Funds shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) UBS Global Americas will provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) UBS Global Americas will provide the Board, on a regular basis, with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 4.

Duties as Investment Adviser. (a) a Subject to the supervision of the Corporations Trusts Board of Directors (Trustees Board), UBS Global AM Americas will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM Americas will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) b UBS Global AM Americas agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Series, and UBS Global AM Americas, pursuant to Board authorization, may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) c UBS Global AM Americas will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 31a-1 under the 1940 Act, Act and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) d UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration Statement) Statement or as more frequently requested by the Board. e The Trust hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11a of the Securities Exchange Act of 1934, and the Trust hereby consents to the retention of compensation by UBS Global Americas or any person or entity associated with UBS Global Americas. 3. Duties as Administrator. UBS Global Americas will administer the affairs of the Trust with respect to each Series subject to the supervision of the Board and the following understandings: a UBS Global Americas will supervise all aspects of the operations of the Trust and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust and each Series. b UBS Global Americas will provide the Trust and each Series with such corporate, administrative and clerical personnel including officers of the Trust and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. c UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination as applicable of the Trusts Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. d UBS Global Americas will provide the Trust and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. e UBS Global Americas will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 4.

Duties as Investment Adviser. (a) Subject a)Subject to the supervision of the Corporations Trusts Board of Directors Trustees (Board), UBS Global AM Americas will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM Americas will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM Americas agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Americas may, ,in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and UBS Global AM Americas may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM Americas will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration Statement) Statement or as more frequently requested by the Board. (e) The Trust hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11a of the Securities Exchange Act of 1934, and the Trust hereby consents to the retention of compensation by UBS Global Americas or person or entity associated with UBS Global Americas. 3. Duties as Administrator. UBS Global Americas will administer the affairs of the Trust and each Series subject to the supervision of the Board and the following understandings: (a) UBS Global Americas will supervise all aspects of the operations of the Trust and each Series, including the oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust and each Series. (b) UBS Global Americas will provide the Trust and each Series with such corporate, administrative and clerical personnel (including officers of the Trust) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and each Series. (c) UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Trusts Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) UBS Global Americas will provide the Trust and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) UBS Global Americas will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Board of Directors Trustees (Board), UBS Global AM will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Series, and UBS Global AM may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs AM determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AM, AM or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Corporation are the property of the Corporation, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Corporation any records which it maintains for the Corporation uponrequest by the Corporation. (d) UBS Global AM will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the Board. 3.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Funds Board of Directors Trustees (Board), UBS Global AM Manager will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM Manager agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM Manager may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Series, and UBS Global AM Manager may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Managers determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Manager to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMManager, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. Whenever UBS Global AM Manager simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AMManager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM Manager will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM hereby Manager xxxxxx agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a1 31a-1 under the 1940 Act, Act and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation uponrequest Fund upon request by the CorporationFund. (d) UBS Global AM Manager will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation Fund under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the Board. 3(e) The Fund hereby authorizes Manager and any entity or person associated with Manager which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, which transaction is permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the retention of compensation by Manager or any person or entity associated with Manager for such transaction. 3.Duties as Administrator. Manager will administer the affairs of the Fund and each Series subject to the supervision of the Board and the following understandings: (a) Manager will supervise all aspects of the operations of the Fund and each Series, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund and each Series. (b) Manager will provide the Fund and each Series with such corporate, administrative and clerical personnel (including officers of the Fund) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Fund and each Series. (c) Manager will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Funds Registration Statement, proxy material, tax returns and required reports to each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) Manager will provide the Fund and each Series with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) Manager will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of Manager. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Fund’s Board of Directors (“Board”), UBS Global AM Americas will provide a continuous investment program for each Seriesthe Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Seriesthe Fund. UBS Global AM Americas will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. (b) UBS Global AM Americas agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, that UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series Fund with research, analysis, advice and similar services, and UBS Global AM Americas may pay to those brokers and dealers, in return for research and analysis, analysis a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series the Fund and its other clients and that the total commissions or spreads paid by such Series the Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) UBS Global AM Americas will oversee the maintenance of all books and records with respect to the securities transactions of each Series, the Fund and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a1 31a-l under the 1940 Act, and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation uponrequest Fund upon request by the CorporationFund. (d) UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series the Fund as described in the currently effective registration statement of the Corporation Fund under the Securities 1933 Act of 1933, as amended, and 1940 Act and any supplements thereto (“Registration Statement”) or as more frequently requested by the Board. (e) The Fund hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation by UBS Global Americas or person or entity associated with UBS Global Americas for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). 3. Duties as Administrator. UBS Global Americas will administer the affairs of the Fund subject to the supervision of the Board and the following understandings: (a) UBS Global Americas will supervise all aspects of the operations of the Fund, including the oversight of transfer agency, custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund. (b) UBS Global Americas will provide the Fund with such corporate, administrative and clerical personnel (including officers of the Fund) and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Fund. (c) UBS Global Americas will arrange, but not pay, for the periodic preparation, updating, filing and dissemination (as applicable) of the Fund’s Registration Statement, proxy material, tax returns and required reports to the Fund’s shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) UBS Global Americas will provide the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. (e) UBS Global Americas will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 4.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Board of Directors (Board), UBS Global AM will provide a continuous investment program for each Series, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Series. (b) UBS Global AM agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, UBS Global AM may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series with research, analysis, advice and similar services, and UBS Global AM may pay to those brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to UBS Global AMs determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM to such Series and its other clients and that the total commissions or spreads paid by such Series will be reasonable in relation to the benefits to such Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AM, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM simultaneously places orders to purchase or sell the same security on behalf of a Series and one or more other accounts advised by UBS Global AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation recognizes that in some cases this procedure may adversely affect the results obtained for the Series. (c) UBS Global AM will oversee the maintenance of all books and records with respect to the securities transactions of each Series, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Corporation are the property of the Corporation, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Corporation and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Corporation any records which it maintains for the Corporation uponrequest upon request by the Corporation. (d) UBS Global AM will oversee the computation of the net asset value and the net income of each Series as described in the currently effective registration statement of the Corporation under the Securities Act of 1933, as amended, and 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the Board. 3.

Duties as Investment Adviser. (a) Subject to the supervision of the Corporations Funds Board of Directors (Board), UBS Global AM Americas will provide a continuous investment program for each Seriesthe Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. (b) UBS Global AM Americas agrees that in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Series, that UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Series Fund with research, analysis, advice and similar services, and UBS Global AM Americas may pay to those brokers and dealersbrokers, in return for research and analysissuch services, a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series the Fund and its other clients and that the total commissions or spreads paid by such Series the Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Fund recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) UBS Global AM Americas will maintain or oversee the maintenance of all books and records with respect to the securities transactions of each Series, the Fund and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Fund are the property of the CorporationFund, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Fund and which are required to be maintained by Rule 31a1 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation Fund any records which it maintains for the Corporation uponrequest Fund upon request by the CorporationFund. (d) UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series the Fund as described in the currently effective registration statement of the Corporation Fund under the Securities 1933 Act of 1933, as amended, and 1940 Act and any amendments or supplements thereto (Registration Statement) or as more frequently requested by the Board. 3(e) The Fund hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation by UBS Global Americas or any person or entity associated with UBS Global Americas for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

Duties as Investment Adviser. (a) a Subject to the supervision of the Corporations Board of Directors (Trustees of the Trust Board), UBS Global AM Americas will provide a continuous investment program for each Seriesthe Fund, including investment research and management with respect to all securities and investments and cash equivalents in each Seriesthe Fund. UBS Global AM Americas will determine from time to time what securities and other investments will be purchased, retained or sold by each Seriesthe Fund. (b) b UBS Global AM Americas agrees that that, in placing orders with brokers and dealersbrokers, it will attempt to obtain the best net result in terms of price and execution; execution provided that, on behalf of any Seriesthe Fund, UBS Global AM Americas may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Series Fund with research, analysis, advice and similar servicesservices to execute portfolio transactions on behalf of the Fund, and UBS Global AM Americas may pay to those brokers and dealers, in return for brokerage and research and analysis, services a higher commission or spread than may be charged by other brokers and dealersbrokers, subject to UBS Global AMs Americas determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM Americas to such Series the Fund and its other clients and that the total commissions or spreads paid by such Series the Fund will be reasonable in relation to the benefits to such Series the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AMAmericas, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. Whenever UBS Global AM Americas simultaneously places orders to purchase or sell the same security on behalf of a Series the Fund and one or more other accounts advised by UBS Global AMAmericas, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Corporation Trust recognizes that in some cases this procedure may adversely affect the results obtained for the SeriesFund. (c) c UBS Global AM Americas will oversee the maintenance of all books and records with respect to the securities transactions of each Seriesthe Fund, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a3 31a-3 under the 1940 Act, UBS Global AM Americas hereby agrees that all records which it maintains for the Corporation Trust are the property of the CorporationTrust, agrees to preserve for the periods prescribed by Rule 31a2 31a-2 under the 1940 Act any records which it maintains for the Corporation Trust and which are required to be maintained by Rule 31a1 31a-1 under the 1940 Act, Act and further agrees to surrender promptly to the Corporation Trust any records which it maintains for the Corporation uponrequest Trust upon request by the CorporationTrust. (d) d UBS Global AM Americas will oversee the computation of the net asset value and the net income of each Series the Fund as described in the currently effective registration statement of the Corporation Trust under the Securities Act of 1933, as amended, and the 1940 Act and any supplements thereto (Registration Statement) Statement or as more frequently requested by the Board. 3e The Trust hereby authorizes UBS Global Americas and any entity or person associated with UBS Global Americas which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund, which transaction is permitted by Section 11a of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation by UBS Global AM or any person or entity associated with UBS Global Americas. 31. Duties as Administrator. UBS Global Americas will administer the affairs of the Trust and the Fund subject to the supervision of the Board and the following understandings: a UBS Global Americas will supervise all aspects of the operations of the Trust and the Fund, including oversight of transfer agency, custodial and accounting services, except as hereinafter set forth provided, however, that nothing herein contained shall be deemed to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Trust and the Fund. b UBS Global Americas will provide the Trust and the Fund with such corporate, administrative and clerical personnel including officers of the Trust and services as are reasonably deemed necessary or advisable by the Board, including the maintenance of certain books and records of the Trust and the Fund. c UBS Global Americas will arrange for the periodic preparation, updating, filing and dissemination as applicable of the Trusts Registration Statement, proxy material, tax returns and required reports to the Funds shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. d UBS Global Americas will provide the Trust and the Fund with, or obtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items. e UBS Global Americas will provide the Board on a regular basis with economic and investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of UBS Global Americas. 32.