Common use of Duties as Investment Adviser Clause in Contracts

Duties as Investment Adviser. Subject to the supervision of the Fund's board of directors, UBS PaineWebber will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC"); (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers UBS PaineWebber will attempt to obtain the best net price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, UBS PaineWebber may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund with research, advice and other services. In no instance will portfolio securities be purchased from or sold to UBS PaineWebber, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx person thereof exxxxx xx accordance with the rules and regulations promulgated by the SEC pursuant to the 1940 Act; (c) will maintain all books and records with respect to the Fund's securities transactions, will keep its books of account and will furnish the Fund's board of directors such periodic and special reports as the board may request; and (d) will compute the net asset value and the net income of the Fund as described in the Prospectus or as more frequently requested by the Fund; provided, however, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Board of directorsTrustees of the Trust ("Board"), UBS PaineWebber Global AM will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and Fund. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global AM agrees that in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableFund, UBS PaineWebber Global AM may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and UBS Global AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS Global AM's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global AM to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal AM, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global AM simultaneously places orders to purchase or sell the same security on behalf of the Fund 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS Global AM will maintain oversee the maintenance of all books and records with respect to the securities transactions of the Fund's securities transactions, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global AM will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the 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 AM and any entity or person associated with UBS Global AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund; provided, howeverwhich transaction is permitted by Section 11(a) of the 1934 Act, that and the functions specified in subparagraphs (b), (c) and (d) hereof may be performed Trust hereby consents to the retention of compensation by Brinson Advisors UBS Global AM or another appropriate partyany person or entity associated with UBS Global AM.

Duties as Investment Adviser. (a) Subject to the supervision of the Trust’s Board of Trustees (“Board”), and consistent with the Fund's board of directors’s investment objective, policies, and restrictions as provided in the Trust’s currently effective registration statement and any amendments or supplements thereto (“Registration Statement”), UBS PaineWebber AM will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and Fund. UBS AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber AM will provide the services under this Contract in accordance with the Fund's investment objective, policies be responsible for placing purchase and restrictions as stated in the Fund's current prospectus sell orders for investments and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");for other related transactions. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS AM agrees that in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableFund, UBS PaineWebber AM may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and UBS AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS AM determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS AM to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebber, Brinson Advisors, Inc. ("Brinson Advisors") AM or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or the terms of any applicable exemptive order. To the extent permitted by laws and regulations, UBS AM may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by UBS AM or its affiliates. Whenever UBS AM simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS 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 and consistent with UBS AM’s fiduciary obligations to the Fund. The Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) UBS AM will oversee the maintenance of all books and records required to be maintained by UBS AM pursuant to the 1940 Act and the rules and regulations promulgated by the SEC pursuant to the 1940 Act; (c) will maintain all books and records thereunder with respect to the transactions of the Fund's securities transactions, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS AM hereby agrees that all records which it maintains for the Trust and the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained and preserved by Rule 31a-1 and Rule 31a-2 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) will compute The Trust hereby authorizes UBS AM and any entity or person associated with UBS AM which is a member of a national securities exchange to effect any transaction on such exchange for the net asset value account of the Fund, which transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the net income Trust hereby consents to the retention of compensation by UBS AM or any person or entity associated with UBS AM. (e) In accordance with procedures adopted by the Fund Board, as described amended from time to time, UBS AM is responsible for assisting in the Prospectus or as more frequently requested by valuation (including fair valuation, if necessary) of all portfolio securities and will attempt to arrange for the Fund; provided, however, that provision of a price(s) from a party(ies) independent of UBS AM for each portfolio security for which the functions specified custodian does not obtain prices in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate partythe ordinary course of business from an automated pricing service.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board ’s Board of directorsDirectors (“Board”), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and Fund. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, execution; provided that UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund with research, analysis, advice and similar services, and UBS Global Americas may pay to those brokers in return for research and analysis a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global Americas simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS Global Americas, 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 Fund recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactions, will keep its books transactions of account the Fund and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-l under the 1940 Act, and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the Fund under the 1933 Act 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; provided, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, that and the functions specified 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 subparagraphs (baccordance with Rule 11a2-2(T)(a)(2)(iv), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the FundTrust's board Board of directorsTrustees ("Board"), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund Series with research, analysis, advice and similar services, and UBS Global 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 servicesbrokers and dealers, subject to UBS Global 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 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 the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 Fund; providedBoard. (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, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, that and the functions specified 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 subparagraphs (baccordance with Rule 11a2-2(T)(a)(2)(iv), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Board of directorsDirectors ("Board"), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that, in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, execution; provided that UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund with research, analysis, advice and similar services, and UBS Global Americas may pay to those brokers, in return for such services, a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and rules and regulations promulgated thereunder. Whenever UBS Global Americas simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS Global Americas, 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 Fund recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS Global Americas will maintain or oversee the maintenance of all books and records with respect to the Fund's securities transactions, will keep its books transactions of account the Fund and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the Fund under the 1933 Act 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; provided, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate partyas amended.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Funds Board of directorsDirectors (Board), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, execution; provided that UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund with research, analysis, advice and similar services, and UBS Global Americas may pay to those brokers, in return for such services, a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and rules and regulations promulgated thereunder. Whenever UBS Global Americas simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS Global Americas, 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 Fund recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS Global Americas will maintain or oversee the maintenance of all books and records with respect to the Fund's securities transactions, will keep its books transactions of account the Fund and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the Fund under the 1933 Act 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; provided, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that as amended, and Rule 11a2-2(T) thereunder, and the functions specified 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 subparagraphs (baccordance with Rule 11a2-2(T)(a)(2)(iv), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Board of directorsTrustees (Board), UBS PaineWebber Global AM will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global AM agrees that in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global AM may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and UBS Global AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS Global AM determining in good faith that such commission 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 paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebber, Brinson Advisors, Inc. ("Brinson Advisors") Global AM or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global AM will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global AM will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the Trust under the 1940 Act and any supplements thereto (Registration Statement) or as more frequently requested by the FundBoard. (e) The Trust hereby authorizes UBS Global AM and any entity or person associated with UBS Global AM 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 Trust hereby consents to the retention of compensation by UBS Global AM or any person or entity associated with UBS Global AM. 3. Duties as Administrator. UBS Global AM will administer the affairs of the Trust and 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 the Trust and each Series, including oversight of custodial and accounting services, except as hereinafter set forth; provided, however, that nothing herein contained shall be deemed to relieve or deprive the functions specified in subparagraphs Board of its responsibility for and control of the conduct of the affairs of the Trust and each Series. (b)) UBS Global AM 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 AM 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 each Series shareholders and the Securities and Exchange Commission and other appropriate federal or state regulatory authorities. (d) hereof may be performed by Brinson Advisors UBS Global AM will provide the Trust and each Series with, or another appropriate partyobtain 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.

Duties as Investment Adviser. a Subject to the supervision of the Fund's board Trusts Board of directorsTrustees Board, UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fundeach Series. b UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further Global Americas agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC"); (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and UBS Global Americas, pursuant to Board authorization, may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act; (c) Series. c UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and (d) . In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. d UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 FundBoard. 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 functions specified in subparagraphs (b)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, (c) administrative and (d) hereof may be performed clerical personnel including officers of the Trust and services as are reasonably deemed necessary or advisable by Brinson Advisors 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 another appropriate partystate 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 Fund's board Trusts Board of directorsTrustees (Board), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, ,in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund Series with research, analysis, advice and similar services, and UBS Global 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 servicesbrokers and dealers, subject to UBS Global 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 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 the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 FundBoard. (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 functions specified in subparagraphs 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) hereof may be performed by Brinson Advisors UBS Global Americas will provide the Trust and each Series with, or another appropriate partyobtain for it, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items.

Duties as Investment Adviser. Subject to the supervision of the Fund's board of directors, UBS PaineWebber will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC"); (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers UBS PaineWebber will attempt to obtain the best net price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, UBS PaineWebber may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund with research, advice and other services. In no instance will portfolio securities be purchased from or sold to UBS PaineWebber, Brinson Xxxxxxx Advisors, Inc. ("Brinson Xxxxxxx Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx except in accordance with the rules and regulations promulgated by the SEC pursuant to the 1940 Act; (c) will maintain all books and records with respect to the Fund's securities transactions, will keep its books of account and will furnish the Fund's board of directors such periodic and special reports as the board may request; and (d) will compute the net asset value and the net income of the Fund as described in the Prospectus or as more frequently requested by the Fund; provided, however, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Xxxxxxx Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fundcorporation's board Board of directorsDirectors ("Board"), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that, in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund Series with research, analysis, advice and similar services, and UBS Global 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 servicesbrokers and dealers, subject to UBS Global 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 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 the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global 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 31a-2 under the 1940 Act any records which it maintains for the Corporation and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Corporation any records which it maintains for the Corporation upon request by the Corporation. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus 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 Fund; providedBoard. (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, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that as amended and Rule 11a2-2(T) thereunder, and the functions specified 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 subparagraphs (baccordance with Rule 11a2-2(T)(a)(2)(iv), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Funds Board of directorsDirectors (Board), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, execution; provided that UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund with research, analysis, advice and similar services, and UBS Global Americas may pay to those brokers, in return for such services, a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and rules and regulations promulgated thereunder. Whenever UBS Global Americas simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS Global Americas, 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 Fund recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS Global Americas will maintain or oversee the maintenance of all books and records with respect to the Fund's securities transactions, will keep its books transactions of account the Fund and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the Fund under the 1933 Act 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; provided, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2 2(T) thereunder, that and the functions specified 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 subparagraphs (baccordance with Rule 11a2 2(T)(a)(2)(iv), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Trusts Board of directorsTrustees (Board), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund Series with research, analysis, advice and similar services, and UBS Global 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 servicesbrokers and dealers, subject to UBS Global 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 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 the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 Fund; providedBoard. (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, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2 2(T) thereunder, that and the functions specified 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 subparagraphs (baccordance with Rule 11a2 2(a)(2)(iv), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board corporations Board of directorsDirectors (Board), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that, in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund Series with research, analysis, advice and similar services, and UBS Global 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 servicesbrokers and dealers, subject to UBS Global 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 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 the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a3 under the 1940 Act, UBS Global 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 upon request by the Corporation. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus 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 Fund; providedBoard. (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, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that as amended and Rule 11a22(T) thereunder, and the functions specified 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 subparagraphs (baccordance with Rule 11a22(T)(a)(2)(iv), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate party.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board of directorsBoard, UBS PaineWebber Global AM will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global AM agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableeach Series, UBS PaineWebber Global AM may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund 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 servicesbrokers and dealers, subject to UBS Global AM’s 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 PaineWebberGlobal AM, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to the 1940 Act;results obtained for a Series. (c) UBS Global AM will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global AM will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 Fund; provided, however, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate partyBoard.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Board of directorsTrustees of the Trust ("Board"), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and Fund. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that, in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableFund, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and UBS Global Americas may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas' determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global Americas simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS Global Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the securities transactions of the Fund's securities transactions, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the 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 the Fund; provided, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that as amended, and the functions specified in subparagraphs (b), (c) and (d) hereof may be performed Trust hereby consents to the retention of compensation by Brinson Advisors UBS Global AM or another appropriate partyany person or entity associated with UBS Global Americas.

Duties as Investment Adviser. a Subject to the supervision of the Fund's board Board of directorsTrustees of the Trust Board, UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and Fund. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. b UBS PaineWebber will provide the services under this Contract Global Americas agrees that, in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC"); (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and execution provided that, on behalf of the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableFund, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and UBS Global Americas may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global Americas simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS Global Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act; (c) Fund. c UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the securities transactions of the Fund's securities transactions, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and (d) . In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. d UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the 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 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 functions specified in subparagraphs (b)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, (c) administrative and (d) hereof may be performed clerical personnel including officers of the Trust and services as are reasonably deemed necessary or advisable by Brinson Advisors 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 another appropriate partystate 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.

Duties as Investment Adviser. a Subject to the supervision of the Fund's board Trusts Board of directorsTrustees Board, UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fundeach Series. b UBS PaineWebber will provide the services under this Contract Global Americas agrees that, in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC"); (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and the most favorable execution provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and UBS Global Americas, pursuant to Board authorization, may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to such Series and its other clients and that the total commissions paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act; (c) Series. c UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and (d) . In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. d UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 Fund; 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. 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 functions specified in subparagraphs (b)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, (c) administrative and (d) hereof may be performed clerical personnel including officers of the Trust and services as are reasonably deemed necessary or advisable by Brinson Advisors 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 another appropriate partystate 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 Fund's board Board of directorsTrustees (“Board”), UBS PaineWebber Global AM will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global AM agrees that in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global AM may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund Series with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series, and UBS Global AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS Global AM determining in good faith that such commission 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 paid by such Series will be reasonable in relation to the benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebber, Brinson Advisors, Inc. ("Brinson Advisors") Global AM or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global AM will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global AM will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the Trust under the 1940 Act and any supplements thereto (“Registration Statement”) or as more frequently requested by the Fund; providedBoard. (e) The Trust hereby authorizes UBS Global AM and any entity or person associated with UBS Global AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Series, howeverwhich transaction is permitted by Section 11(a) of the 1934 Act, that and the functions specified in subparagraphs (b), (c) and (d) hereof may be performed Trust hereby consents to the retention of compensation by Brinson Advisors UBS Global AM or another appropriate partyany person or entity associated with UBS Global AM.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Corporations Board of directorsDirectors (Board), UBS PaineWebber Global AM will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global AM agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global AM may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund 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 servicesbrokers 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 PaineWebberGlobal AM, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated 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 SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global AM will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. 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 upon request by the Corporation. (d) UBS Global AM will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus 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 Fund; provided, however, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate partyBoard.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Corporations Board of directorsDirectors (Board), UBS PaineWebber Global AM will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global AM agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global AM may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund 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 servicesbrokers 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 PaineWebberGlobal AM, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated 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 SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global AM will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. 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 compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus 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 Fund; provided, however, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate partyBoard.

Duties as Investment Adviser. (a) Subject to the supervision of the FundTrust's board Board of directorsTrustees ("Board"), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global Americas will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableany Series, UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund Series with research, analysis, advice and similar services, and UBS Global 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 servicesbrokers and dealers, subject to UBS Global 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 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 the Series over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS Global 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 Americas, 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Series. (c) UBS Global Americas will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 Fund; providedBoard. (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, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that and the functions specified in subparagraphs (b), (c) and (d) hereof may be performed Trust hereby consents to the retention of compensation by Brinson Advisors UBS Global Americas or another appropriate partyperson or entity associated with UBS Global Americas.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board Trust’s Board of directorsTrustees (“Board”), UBS PaineWebber AM will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and Fund. UBS AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS AM agrees that in placing orders with brokers and dealers UBS PaineWebber brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableFund, UBS PaineWebber AM may, in its discretion, purchase and sell portfolio securities to and from use brokers and dealers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and UBS AM may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other servicesbrokers, subject to UBS AM determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS AM to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebber, Brinson Advisors, Inc. ("Brinson Advisors") AM or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated thereunder. Whenever UBS AM simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS AM will maintain oversee the maintenance of all books and records with respect to the securities transactions of the Fund's securities transactions, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS AM hereby agrees that all records which it maintains for the Trust and the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS AM will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the Trust under the 1940 Act and any supplements thereto (“Registration Statement”) or as more frequently requested by the Board. (e) The Trust hereby authorizes UBS AM and any entity or person associated with UBS AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of the Fund; provided, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that as amended, and the functions specified in subparagraphs (b), (c) and (d) hereof may be performed Trust hereby consents to the retention of compensation by Brinson Advisors UBS AM or another appropriate partyany person or entity associated with UBS AM.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board of directorsBoard, UBS PaineWebber Global AM will provide a continuous investment program for the Fund's portfolioeach Series, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and each Series. UBS Global AM will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");each Series. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global AM agrees that in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution execution; provided that, on behalf of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparableeach Series, UBS PaineWebber Global AM may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund 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 servicesbrokers 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 PaineWebberGlobal AM, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and the rules and regulations promulgated 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 Trust recognizes that in some cases this procedure may adversely affect the SEC pursuant to the 1940 Act;results obtained for a Series. (c) UBS Global AM will maintain oversee the maintenance of all books and records with respect to the Fund's securities transactionstransactions of each Series, will keep its books of account and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. 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 Trust are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Trust upon request by the Trust. (d) UBS Global AM will compute oversee the computation of the net asset value and the net income of the Fund each Series as described in the Prospectus currently effective registration statement of the 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 Fund; provided, however, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate partyBoard.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund's board ’s Board of directorsDirectors (“Board”), UBS PaineWebber Global Americas will provide a continuous investment program for the Fund's portfolio, including investment research and management with respect to all securities and investments and cash equivalents in the portfolio and will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund. UBS PaineWebber will provide the services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's current prospectus and Statement of Additional Information (the "Prospectus"). UBS PaineWebber further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission ("SEC");. (b) will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In UBS Global Americas agrees that, in placing orders with brokers and dealers UBS PaineWebber dealers, it will attempt to obtain the best net result in terms of price and the most favorable execution of its orders. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, execution; provided that UBS PaineWebber Global Americas may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Fund with research, analysis, advice and similar services, and UBS Global Americas may pay to those brokers, in return for such services, a higher commission than may be charged by other servicesbrokers, subject to UBS Global Americas’ determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of UBS Global Americas to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to UBS PaineWebberGlobal Americas, Brinson Advisors, Inc. ("Brinson Advisors") or any affxxxxxxx affiliated person thereof exxxxx xx thereof, except in accordance with the federal securities laws and rules and regulations promulgated thereunder. Whenever UBS Global Americas simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by UBS Global Americas, 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 Fund recognizes that in some cases this procedure may adversely affect the SEC pursuant to results obtained for the 1940 Act;Fund. (c) UBS Global Americas will maintain or oversee the maintenance of all books and records with respect to the Fund's securities transactions, will keep its books transactions of account the Fund and will furnish the Fund's board of directors Board with such periodic and special reports as the board Board reasonably may request; and. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global Americas hereby agrees that all records which it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Fund and which are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records which it maintains for the Fund upon request by the Fund. (d) UBS Global Americas will compute oversee the computation of the net asset value and the net income of the Fund as described in the Prospectus currently effective registration statement of the Fund under the 1933 Act 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; provided, howeverwhich transaction is permitted by Section 11(a) of the Securities Exchange Act of 1934, that the functions specified in subparagraphs (b), (c) and (d) hereof may be performed by Brinson Advisors or another appropriate partyas amended.