Common use of Duties as Sub-Adviser Clause in Contracts

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS AM and the Trust’s Agreement custodian such information as UBS AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees of the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s 's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s 's Agreement and Declaration of Trust and By-Laws, if any, any (“"Constituent Documents”"), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”)") and review by Context Capital, and any written guidelines adopted by the Board or Context Capital, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assetsor Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Fund or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assetsor Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsFund or Segment. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to understands that the Fund's assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current 's currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”"). The Sub-Adviser, on each business day, shall provide Context Capital and the Trust's custodian such information as Context Capital and the Trust's custodian may reasonably request relating to all transactions concerning the Fund or Segment. Context Capital hereby designates and appoints the Sub-Adviser as its and the Fund's limited purpose agent and attorney-in-fact, without further prior approval of Context Capital (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the Trust’s Agreement purchase and Declaration sale of such securities or instruments; (iii) represent that the Fund is an "accredited investor" as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Capital or the Trust and By-Lawsin writing, if any, (“Constituent Documents”), each as currently in effect, have been delivered but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-AdviserAdviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trusts Board of Trustees of the Trust (the “Board”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM provided in writing (receipt of which will be acknowledged by Sub-Adviser), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolios assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (Code). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s Portfolios investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current Trusts currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). In performing its obligations under this Agreement, and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-AdviserAdviser may, at its own discretion delegate any or all of its discretionary investment advisory and other duties, powers and functions hereunder to any affiliated adviser without further consent of the Trust or UBS Global AM, provided (1) that the Sub-Adviser shall always remain liable to the Trust for its obligations hereunder; (2) the Sub-Advisor shall be responsible for the actions or inactions of its affiliate as if they were its own; and (3) that Sub-Adviser shall notify UBS Global AM and the Trust in the event that it proposes to engage an affiliate under circumstances that would require approval of a contract under Section 15(a) of the 1940 Act, and not engage such party unless and until requisite approvals are provided by UBS Global AM and the Trusts Board. The Sub-Adviser shall provide UBS Global AM and the Trusts custodian such information as UBS Global AM and the Trusts custodian may reasonably request relating to all transactions concerning the Portfolio or Segment as necessary to comply with all applicable regulatory requirements.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS AM and the Trust’s Agreement custodian such information as UBS AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL") at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL”) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS AM and the Trust’s Agreement custodian such information as UBS AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM HFAM and the Board of Trustees of the Trust (the “"Board”"), the Sub-Sub- Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM HFAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM HFAM and the Board with such periodic reports and documentation as GEAM HFAM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Sub- Adviser acknowledges that copies of the Trust’s 's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s 's Agreement and Declaration of Trust and By-Laws, if any, (“"Constituent Documents”"), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM HFAM and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM HFAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM HFAM and the Board with such periodic reports and documentation as GEAM HFAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall use its best efforts to provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL”) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels. The Sub-Adviser will not serve as custodian for the Portfolio or Segment and shall at no point (a) hold, directly or indirectly, any securities or other item constituting a portion of the Portfolio or Segment or (b) have any authority to obtain possession of any securities or other item constituting a portion of the Portfolio or Segment.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as currently may be required in effectconnection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have been delivered to be sold due to FOL limits or levels applicable to the Sub-Adviser or, on a stand-alone basis, to the portion of the Portfolio managed by the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Board of Trustees and of the Adviser, including all written guidelines, policies and procedures adopted by the Trust (or the “Board”)Adviser that are provided to the Sub-Adviser, the Sub-Adviser will will: (i) provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will Fund Account; (ii) determine from time to time what investments in the Fund Account will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will Fund; and (iii) be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult investments and for other related transactions with GEAM from time to time regarding matters pertaining respect to the Fund, including market strategy and portfolio characteristicsFund Account. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions and the description of its investment strategy and style, all as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”)) of which the Sub-Adviser has written notice. The Sub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the 1940 Act, the Registration Statement, and all written guidelines, policies and procedures adopted by the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered or the Adviser that are provided to the Sub-Adviser. Without limiting the generality of the foregoing, the Sub-Adviser: (i) is hereby appointed as the Trust’s attorney-in-fact to execute all documentation to facilitate investments for the Fund Account, including without limitation, broker dealer agreements, counterparty agreements, and futures commission agreements and any other documentation deemed necessary to effect the investments to the extent permitted by this Agreement (“Trading Agreements”); and (ii) is hereby authorized to execute amendments to the Trading Agreements, including without limitation “protocols” or similar agreements entered into to reflect the adoption of industry-wide standard terms and terms deemed applicable for meeting any regulatory compliance requirements. The Trust and the Adviser acknowledge that the Trading Agreements and the “protocols” referred to herein typically contain provisions under which, for matters arising in connection with those agreements, the parties will agree to waive all immunities (including sovereign immunity), and to submit to service of process and jurisdiction and to waive any claim based upon improper venue. The Sub-Adviser is hereby appointed as the Trust’s attorney-in-fact to consent to these provisions.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the Fund with respect to assets (“Segment”) of the Sub-Adviser’s Allocated AssetsPortfolio, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser may from time to time seek research assistance and may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an “assignment” for purposes of the 1940 Act but in no case shall such assistance and/or reliance relieve the Sub-Adviser of any of its obligations hereunder, nor shall the Portfolio or Segment or UBS Global AM be responsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global Americas and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”)") and review by UBS Global Americas, and any written guidelines adopted by the Board or UBS Global Americas, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the Fund with respect to assets ("Segment") of the Sub-Adviser’s Allocated AssetsPortfolio, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser may from time to time seek research assistance and may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an "assignment" for purposes of the 1940 Act but in no case shall such assistance and/or reliance relieve the Sub-Adviser of any of its obligations hereunder, nor shall the Portfolio or Segment or UBS Global Americas be responsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser understands that the Portfolio's assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s Portfolio's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current 's currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM and provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained retained, exchanged, converted, sold or sold otherwise dealt in by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Trust’s currently effective registration statement under the 1940 Act, and any amendments or supplements thereto provided to the Sub-Adviser (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Constituent Documents Trust’s custodian such information as UBS Global AM and the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. The Sub-Adviser shall not be responsible for any costs, losses or expenses incurred by the Trust or the Portfolio as a result of the Portfolio’s participation in any securities lending program or other revenue enhancing program that the Trust’s custodian, or other party selected by UBS Global AM or the Trust, administers. UBS Global AM shall provide (or case to be provided) to the Sub-Adviser with any additional information that the Sub-Adviser may reasonably request to assist it in managing the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as defined below)its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior notice to or approval of UBS Global AM (except as expressly provided for herein or as may be required by law) to make and execute, in the Investment Guidelines (as defined below)name and on behalf of the Portfolio, all agreements, instruments, contracts and applicable lawother documents or undertakings and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. In this connection By way of example and not by way of limitation, in connection with any purchase for the further duties set forth in this Section 2 as provided belowPortfolio or Segment of securities or other instruments, the Sub-Adviser shall provide GEAM have the full power and authority, among other things, to: (i) commit to purchase such securities for the Board Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening, trading and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA agreements (including master agreements, credit support annexes, schedules, master confirmation agreements and confirmations related thereto), futures agreements, master securities forward transaction agreements (including any amendments, annexes and confirmations related thereto), other swap and derivative documents, protocols, supplements, questionnaires or other documents related thereto and LSTA documentation) (collectively, the “Transaction Agreements”), and make such commitments, as may be required in connection with the purchase and sale of such periodic reports securities or instruments as more fully set forth in Annex A attached hereto and documentation made a part of this Agreement; (iii) represent that the Portfolio is an “accredited investor” as GEAM or defined in Rule 501 (a) of Regulation D under the Board shall reasonably request regarding Securities Act of 1933, as amended (the “Securities Act”) and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act, and, in connection therewith, UBS Global AM represents and warrants to the Sub-Adviser’s management Adviser that the Portfolio is an “accredited investor” and a “Qualified Institutional Buyer”, and UBS Global AM agrees to (A) furnish the Sub-Adviser with such financial information as it may request to confirm its status, and (B) promptly notify the Sub-Adviser if the Portfolio is no longer an “accredited investor” and/or a “Qualified Institutional Buyer”; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Fund’s Allocated AssetsSecurities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, UBS Global AM and the Sub-Advisor agree to use reasonable efforts to cooperate to ensure compliance with all applicable laws and rules and regulations of the Registration Statement (as defined below) and all requirements hereunderjurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL”) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels applicable to the Sub-Adviser acknowledges that copies or, on a stand-alone basis, to the portion of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to Portfolio managed by the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS AM and the Trust’s Agreement custodian such information as UBS AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement and Declaration Articles of Trust Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees of the Trust (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s 's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s 's Agreement and Declaration of Trust and By-Laws, if any, any (“"Constituent Documents”"), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Board of Trustees and of the Adviser, including all written guidelines, policies and procedures adopted by the Trust (or the “Board”)Adviser that are provided in writing to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and managementFund Account. The Sub-Adviser will determine from time to time what investments in the Fund Account will be purchased, retained retained, exchanged, converted or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult investments and for other related transactions with GEAM from time to time regarding matters pertaining respect to the Fund, including market strategy and portfolio characteristicsFund Account. The Sub-Adviser will provide services under this Agreement Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of its investment strategy and style, all as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”)) of which the Sub-Adviser has been provided in writing. The Sub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the Registration Statement and with all written guidelines, policies and procedures adopted by the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently or the Adviser that are provided in effect, have been delivered writing to the Sub-Adviser. The Adviser hereby (i) represents that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act of 1933, as amended, (the “Securities Act”) and a “Qualified Institutional Buyer” as defined in Rule 144A(a)(1)(i) under the Securities Act, and, in connection therewith, the Adviser agrees to (A) furnish the Sub-Adviser with such financial information as it may request to confirm its status, and (B) promptly notify the Sub-Adviser if the Fund is no longer an “accredited investor” and/or a “Qualified Institutional Buyer”; and (ii) commits that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. The Adviser shall provide (or cause to be provided) to the Sub-Adviser any additional information that the Sub-Adviser may reasonably request to assist it in managing the Fund Account.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM the Board and of the Adviser, including all written guidelines, and the Board of Trustees of policies and procedures adopted by the Trust (or the “Board”)Adviser that are provided in writing and applicable to the Sub-Adviser listed on Schedule B, as such Schedule B may be amended from time to time, the Sub-Adviser will will: (i) provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will Fund Account; (ii) determine from time to time what investments in the Fund Account will be purchased, retained retained, exchanged, converted or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will Fund; and (iii) be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult investments and for other related transactions with GEAM from time to time regarding matters pertaining respect to the Fund, including market strategy and portfolio characteristicsFund Account. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions and the description of its investment strategy and style, all as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”)) of which the Sub-Adviser has been provided in writing. The Sub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the Registration Statement and with all written guidelines, policies and procedures adopted by the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently or the Adviser that are provided in effect, have been delivered writing to the Sub-Adviser. The Trust will deliver to the Sub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, including any supplement, amendment or other update thereof, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by the Sub-Adviser, as is necessary for the Sub-Adviser to carry out its obligations under this Agreement, including the policies and procedures applicable to the Sub-Adviser listed on Schedule B hereto. The Adviser hereby (i) represents that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act of 1933, as amended, (the “Securities Act”) and a “Qualified Institutional Buyer” as defined in Rule 144A(a)(1)(i) under the Securities Act, and, in connection therewith, the Adviser agrees to (A) furnish the Sub-Adviser with such financial information as it may request to confirm its status, and (B) promptly notify the Sub-Adviser if the Fund is no longer an “accredited investor” and/or a “Qualified Institutional Buyer”; and (ii) commits that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. The Adviser shall provide (or cause to be provided) to the Sub-Adviser any additional information that the Sub-Adviser may reasonably request to assist it in managing the Fund Account.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trusts Board of Trustees of the Trust (the “Board”) and review by UBS Global Americas, and any written guidelines adopted by the Board or UBS Global Americas provided in writing (receipt of which has been acknowledged by Sub-Adviser), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Sub- Adviser will consult with GEAM from time understands that the Portfolios assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (Code). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s Portfolios investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current Trusts currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). (b) The Sub-Adviser agrees that it will not consult with any other sub-adviser (Other Sub-Adviser) for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other Sub- Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other Sub-Adviser, or its affiliate, is the principal underwriter. Sub-Adviser may communicate with other Sub- Advisers under limited circumstances at the specific request of UBS Global Americas for compliance and other risk-management purposes to the extent allowed by law. (c) The Sub-Adviser agrees that it will be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser further agrees that it will adopt written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (Advisers Act), and that shall be acceptable to the Board. The Sub-Adviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period ending June 30, or such other period as the Board may designate, in a format that shall comply with the 1940 Act and that shall be acceptable to the Board. Notwithstanding the above, UBS Global Americas or another service provider for the Trust’s Agreement , and Declaration of Trust not the Sub-Adviser, shall make any and By-Lawsall filings in connection with any securities litigation or class action lawsuits involving securities held or that were held in the Segment; provided, however, that GSAM is responsible for promptly forwarding to UBS Global Americas documents it receives regarding such matters that are specific to the Portfolio and providing reasonable assistance, if anynecessary, in making such claims Except as may be provided by applicable law or as otherwise provided herein, the Sub-Advisor shall not incur any liability to UBS Global Americas by reason of any exercise of, or failure to exercise, any such proxy voting discretion and shall not incur any liability for any failure arising from an act or omission of a person other than the Sub-Adviser or its agents. UBS Global Americas understands that the Sub-Adviser establishes from time to time guidelines for the voting of proxies and may employ the services of a proxy voting service to exercise proxies in accordance with the Sub-Advisers guidelines (“Constituent Documents”)d) The Sub-Adviser agrees that it will place orders with brokers in accordance with best execution policies, each taking into account best price as currently an important factor in effectthis decision, have been delivered provided that, on behalf of the Portfolio or Segment, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisers determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub- Adviser to the Portfolio or Segment and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits to the Portfolio or Segment over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global Americas or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio or Segment and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. UBS Global Americas recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-Advisers obligations to seek best execution, UBS Global Americas agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Portfolio or Segment and the Trust with any broker-dealer deemed to be an affiliate of the Sub-Adviser (the Affiliated Broker-Dealers) so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Advisers Form ADV Registration Statement on file with the Securities and Exchange Commission (Form ADV)) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global Americas, the Portfolio or the Trust. UBS Global Americas further authorizes the Sub-Adviser and its Affiliated Broker-Dealers to execute agency cross transactions (the Cross Transactions) on behalf of the Portfolio and the Trust. Cross Transactions are transactions which may be effected by the Affiliated Broker-Dealers acting for both the Portfolio or the Trust and the counterparty to the transaction. Cross Transactions enable the Sub-Adviser to purchase or sell a block of securities for the Portfolio or the Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. As such, the Sub-Adviser believes that Cross Transactions can provide meaningful benefits for the Portfolio and the Trust and its clients generally. UBS Global Americas, the Portfolio and the Trust should be aware, however, that in a Cross Transaction an Affiliated Broker- Dealer will be receiving commissions from both sides of the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities. UBS Global Americas understands that its authority to the Sub-Adviser to execute agency Cross Transactions for the Portfolio is terminable at will without penalty, effective upon receipt by the Sub-Adviser of written notice from UBS Global Americas, and that the failure to terminate such authorization will result in its continuation. (e) The Sub-Adviser will maintain all books and records required to be maintained, to the extent applicable, pursuant to Rule 31a-1(b)(2)(ii), (3), (5), (6), (7), (9) and (10) under the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio or Segment, and will furnish the Board and UBS Global Americas with such periodic and special reports as the Board or UBS Global Americas reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Portfolio or Segment are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio or Segment and that 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 Portfolio or Segment upon request by the Trust. (f) At such times as shall be reasonably requested by the Board or UBS Global Americas, the Sub-Adviser will provide the Board and UBS Global Americas with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and UBS Global Americas any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board and UBS Global Americas in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s Company's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s Agreement Company's Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, any (“"Constituent Documents”"), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s SubAdviser's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s Company's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s Agreement and Declaration Company's Articles of Trust Incorporation and By-Laws, if any, any (“"Constituent Documents”"), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM and provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained retained, exchanged, converted, sold or sold otherwise dealt in by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Trust’s currently effective registration statement under the 1940 Act, and any amendments or supplements thereto provided to the Sub-Adviser (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Constituent Documents Trust’s custodian such information as UBS Global AM and the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. The Sub-Adviser shall not be responsible for any costs, losses or expenses incurred by the Trust or the Portfolio as a result of the Portfolio’s participation in any securities lending program or other revenue enhancing program that the Trust’s custodian, or other party selected by UBS Global AM or the Trust, administers. UBS Global AM shall provide (or case to be provided) to the Sub-Adviser with any additional information that the Sub-Adviser may reasonably request to assist it in managing the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as defined below)its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior notice to or approval of UBS Global AM (except as expressly provided for herein or as may be required by law) to make and execute, in the Investment Guidelines (as defined below)name and on behalf of the Portfolio, all agreements, instruments, contracts and applicable lawother documents or undertakings and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. In this connection By way of example and not by way of limitation, in connection with any purchase for the further duties set forth in this Section 2 as provided belowPortfolio or Segment of securities or other instruments, the Sub-Adviser shall provide GEAM have the full power and authority, among other things, to: (i) commit to purchase such securities for the Board Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening, trading and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA agreements (including master agreements, credit support annexes, schedules, master confirmation agreements and confirmations related thereto), futures agreements, master securities forward transaction agreements (including any amendments, annexes and confirmations related thereto), other swap and derivative documents, protocols, supplements, questionnaires or other documents related thereto and LSTA documentation) (collectively, the “Transaction Agreements”), and make such commitments, as may be required in connection with the purchase and sale of such periodic reports securities or instruments as more fully set forth in Annex A attached hereto and documentation made a part of this Agreement; (iii) represent that the Portfolio is an “accredited investor” as GEAM or defined in Rule 501 (a) of Regulation D under the Board shall reasonably request regarding Securities Act of 1933, as amended (the “Securities Act”) and a "Qualified Institutional Buyer" as defined in Rule 144A (a) (1) (i) under the Securities Act, and, in connection therewith, UBS Global AM represents and warrants to the Sub-Adviser’s management Adviser that the Portfolio is an “accredited investor” and a "Qualified Institutional Buyer", and UBS Global AM agrees to (A) furnish the Sub-Adviser with such financial information as it may request to confirm its status, and (B) promptly notify the Sub-Adviser if the Portfolio is no longer an “accredited investor” and/or a "Qualified Institutional Buyer"; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Fund’s Allocated AssetsSecurities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, UBS Global AM and the Sub-Advisor agree to use reasonable efforts to cooperate to ensure compliance with all applicable laws and rules and regulations of the Registration Statement (as defined below) and all requirements hereunderjurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels applicable to the Sub-Adviser acknowledges that copies or, on a stand-alone basis, to the portion of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to Portfolio managed by the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trusts Board of Trustees of the Trust (the “Board”)) and review by UBS Global Americas, and any written guidelines adopted by the Board or UBS Global Americas, the Sub-Sub Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser SubAdviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Sub Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolios assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (Code). The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s Portfolios investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current Trusts currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). (b) The Sub-Adviser agrees that it will not consult with any other sub-adviser (Other Sub-Adviser) for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other Sub-Adviser, or its affiliate, is the principal underwriter. (c) The Sub-Adviser agrees that it will be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser further agrees that it will adopt written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (Advisers Act), and that shall be acceptable to the Trust’s Agreement Board. The Sub-Adviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period ending June 30, or such other period as the Board may designate, in a format that shall comply with the 1940 Act and Declaration that shall be acceptable to the Board. (d) The SubAdviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of Trust price and By-Lawsexecution; provided that, if anyon behalf of the Portfolio or Segment, (“Constituent Documents”)the Sub Adviser may, in its discretion, use brokers that provide the SubAdviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio or Segment, and the Sub Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub Advisers determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the SubAdviser to the Portfolio or Segment and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits to the Portfolio or Segment over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global Americas or the Sub Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the SubAdviser or its affiliates. Whenever the SubAdviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio or Segment and one or more other accounts advised by the Sub Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each as currently account. UBS Global Americas recognizes that in effect, have been delivered some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-Advisers obligations to seek best execution, UBS Global Americas agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Portfolio or Segment and the Trust with any broker-dealer deemed to be an affiliate of the Sub-Adviser (the Affiliated Broker-Dealers) so long as such transactions are effected in conformity with the requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Advisers Form ADV Registration Statement on file with the Securities and Exchange Commission (Form ADV)) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global Americas, the Portfolio or the Trust.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trusts Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsEAFE Opportunities Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the EAFE Opportunities Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsEAFE Opportunities Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsEAFE Opportunities Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolios assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (Code). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s Portfolios investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current Trusts currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trusts custodian such information as UBS Global AM and the Trusts custodian may reasonably request relating to all transactions concerning the EAFE Opportunities Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolios limited purpose agent and attorney-in-fact, without further prior approval of UBS Global AM (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the EAFE Opportunities Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the Securities Act), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the Trust’s Agreement purchase and Declaration sale of such securities or instruments; (iii) represent that the Portfolio is an accredited investor as defined in Rule 501 (a) of Regulation D under the Securities Act and a Qualified Institutional Buyer as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust and By-Lawsin writing, if any, (“Constituent Documents”), each as currently in effect, have been delivered but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-AdviserAdviser of such notice.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”), oversight by UBS AM and any applicable written guidelines adopted by the Board or UBS AM, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsSegment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsSegment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsSegment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”), subject to any written investment guidelines or instructions provided by the Board or UBS AM with respect to the Segment. The Sub-Adviser, on each business day (as such term is defined in the Portfolio’s then-current prospectus), shall provide UBS AM and the Trust’s Agreement custodian such information as UBS AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio with respect to the Segment, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Segment on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Segment except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s Company's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s Agreement Company's Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, any (“"Constituent Documents”"), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Section 851(b)(3) Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS AM and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, custodian (“Constituent DocumentsCustodian”) such information as UBS AM and the Custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of UBS AM (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), each the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as currently may be required in effectconnection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. Notwithstanding any other provision in this Agreement, the Sub-Adviser shall not hold, directly or indirectly, funds or securities contained in the Portfolio or Segment or have been delivered any authority to obtain possession of them. Instructions by the Sub-Adviser to the Custodian shall be made in writing through a mutually agreed upon method of electronic or other transmission, or, at the option of the Sub-Adviser, orally and confirmed by such transmission method as soon as practicable thereafter. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”)") and review by Context Capital, and any written guidelines adopted by the Board or Context Capital, the Sub-Sub- Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assetsor Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Fund or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assetsor Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsFund or Segment. The Sub-Adviser will consult with GEAM from time understands that, subject to time regarding matters pertaining to Section 6(b) below, the Fund's assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current 's currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”"), . The Sub-Adviser shall promptly provide Context Capital and the Trust’s Agreement 's custodian such information as Context Capital and Declaration of Trust and By-Lawsthe Trust's custodian may reasonably request in writing relating to all transactions concerning the Fund or Segment, if any, (“Constituent Documents”), each as currently provided such information is in effect, have been delivered to the Sub-Adviser's possession or control.. Context Capital hereby designates and appoints the Sub-Adviser as its and the Fund's limited purpose agent and attorney-in-fact, without further prior approval of Context Capital (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub- Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the Sub- Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Fund is an "accredited investor" as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Capital or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations regarding trading of the security of the jurisdiction in which the security is traded. For avoidance of doubt, Sub-Adviser is not responsible for any laws and regulations relating to the custody or safekeeping of securities traded in any jurisdiction. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable, based on the Sub- Advisor's knowledge, that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement and Declaration Articles of Trust Incorporation and By-Laws, if any, any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global Americas, and any written guidelines adopted by the Board or UBS Global Americas, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the Fund with respect to assets (“Segment”) of the Sub-Adviser’s Allocated AssetsPortfolio, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser may from time to time seek research assistance and may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an “assignment” for purposes of the 1940 Act but in no case shall such assistance and/or reliance relieve the Sub-Adviser of any of its obligations hereunder, nor shall the Portfolio or Segment or UBS Global Americas be responsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Board of Trustees and of the Adviser, including all written guidelines, policies and procedures adopted by the Trust (or the “Board”)Adviser that are provided in writing to the Sub-Adviser, the Sub-Adviser will will: (i) provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will Fund Account; (ii) determine from time to time what investments in the Fund Account will be purchased, retained retained, exchanged, converted or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will Fund; and (iii) be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult investments and for other related transactions with GEAM from time to time regarding matters pertaining respect to the Fund, including market strategy and portfolio characteristicsFund Account. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions and the description of its investment strategy and style, all as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”)) of which the Sub-Adviser has been provided in writing. The Sub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the 1940 Act, the Registration Statement, and all written guidelines, policies and procedures adopted by the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently or the Adviser that are provided in effect, have been delivered writing to the Sub-Adviser. The Adviser hereby (i) represents that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act of 1933, as amended, (the “Securities Act”) and a “Qualified Institutional Buyer” as defined in Rule 144A(a)(1)(i) under the Securities Act, and, in connection therewith, the Adviser agrees to (A) furnish the Sub-Adviser with such financial information as it may request to confirm its status, and (B) promptly notify the Sub-Adviser if the Fund is no longer an “accredited investor” and/or a “Qualified Institutional Buyer”; and (ii) commits that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. The Adviser shall provide (or cause to be provided) to the Sub-Adviser any additional information that the Sub-Adviser may reasonably request to assist it in managing the Fund Account.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Upon the reasonable request of SSGA FM, the Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s Company's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s Agreement and Declaration Company's Articles of Trust Incorporation and By-Laws, if any, (“"Constituent Documents”"), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”)") and review by Context Capital, the Sub-Sub- Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assetsor Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Fund or Segment in accordance with the investment guidelines set forth on Exhibit B hereto, as such guidelines are amended by the Board or Context Capital upon not less than 15 days prior written notice to the Sub-Adviser (the "Guidelines") to the extent the Board has not approved such amendments to be effective in less than 15 days. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assetsor Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsFund or Segment. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to understands that, the Fund's assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current 's currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”"). The Sub-Adviser, on each business day, shall provide Context Capital and the Trust's custodian such information as Context Capital and the Trust's custodian may reasonably request in writing relating to all transactions concerning the Fund or Segment. Context Capital hereby designates appoints the Sub-Adviser as its and the Fund's limited purpose agent and attorney-in-fact, without further prior approval of Context Capital (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1.933, as amended (the "Securities Act"), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the Trust’s Agreement purchase and Declaration sale of such securities or instruments; (iii) represent that the Fund is an "accredited investor" as defined in Rule 501. (a) of Regulation D under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Capital or the Trust and By-Lawsin writing, if any, (“Constituent Documents”), each as currently in effect, have been delivered but any such revocation shall not affect any transact ion initiated prior to receipt by the Sub-AdviserAdviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL") at a time when it is reasonably foreseeable, based on the Sub-advisers knowledge, that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by Context Advisers, and the Investment Guidelines, as defined infra, and any other written guidelines adopted by the Board or Context Advisers and provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsFund, including investment research and managementdiscretionary management with respect to all securities, instruments and any other investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated AssetsFund [and for other related transactions for the Fund]. For the purpose of clarity, the Sub-Adviser shall not have custody of assets or be responsible for any custody related expenses or fees). The Sub-Adviser will consult understands that the Fund intends to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (“Code”) and, in connection with GEAM from time to time regarding matters pertaining that intention, the Sub-Adviser shall (i) follow the Trust’s or Context Advisers’ written policies and procedures, or other written directions or guidelines provided by the Trust or Context Advisers to the Sub-Adviser, designed to ensure such qualification; and (ii) rely on and comply with Context Advisers’ interpretation of the tax treatment, with respect to Subchapter M, of certain derivatives or other instruments that may be used by the Sub-Adviser in managing the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws Prospectus and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of Additional Information included in the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the . The Sub-Adviser., on each business

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by Context Advisers, and the Investment Guidelines, as defined infra, and any other written guidelines adopted by the Board or Context Advisers and provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsFund, including investment research and managementdiscretionary management with respect to all securities, instruments and any other investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated AssetsFund [and for other related transactions for the Fund]. For the purpose of clarity, the Sub-Adviser shall not have custody of assets or be responsible for any custody related expenses or fees). The Sub-Adviser will consult understands that the Fund intends to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (“Code”) and, in connection with GEAM from time to time regarding matters pertaining that intention, the Sub-Adviser shall (i) follow the Trust’s or Context Advisers’ written policies and procedures, or other written directions or guidelines provided by the Trust or Context Advisers to the Sub-Adviser, designed to ensure such qualification; and (ii) rely on and comply with Context Advisers’ interpretation of the tax treatment, with respect to Subchapter M, of certain derivatives or other instruments that may be used by the Sub-Adviser in managing the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws Prospectus and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of Additional Information included in the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day (as such term is defined in the Registration Statement), shall provide Context Advisers and the Trust’s Agreement custodian such information as Context Advisers and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Fund. Context Advisers hereby designates and appoints the Sub-Adviser as Context Advisers’ and the Fund’s limited purpose agent and attorney-in-fact, without further prior approval of Trust Context Advisers (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Fund of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) represent that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iii) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Advisers or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. In connection with investments in foreign securities, the Sub-Adviser shall comply with any applicable foreign ownership limits or levels (FOL’).

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM HCMFA and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM HCMFA from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM HCMFA and the Board with such periodic reports and documentation as GEAM HCMFA or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsEAFE Opportunities Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the EAFE Opportunities Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsEAFE Opportunities Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsEAFE Opportunities Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust’s Agreement custodian such information as UBS Global AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the EAFE Opportunities Segment. UBS Global AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS Global AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the EAFE Opportunities Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Upon the reasonable request of GEAM, the Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. GEAM agrees to give the Sub-Adviser notice if it believes any investments, recommendations or advice to be in violation of the foregoing. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement and Declaration Articles of Trust Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”)") and review by Context Advisers, and any written guidelines adopted by the Board or Context Advisers, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsFund, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsFund. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to understands that the Fund's assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current 's currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”"). The Sub-Adviser, on each business day, shall provide Context Advisers and the Trust’s Agreement 's custodian such information as Context Advisers and Declaration of Trust the Trust's custodian may reasonably request relating to all transactions concerning the Fund. Context Advisers hereby designates and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to appoints the Sub-AdviserAdviser as its and the Fund's limited purpose agent and attorney-in-fact, without further prior approval of Context Advisers (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) represent that the Fund is an "accredited investor" as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iii) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Advisers or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS GLOBAL AM, and any written guidelines adopted by the Board or UBS GLOBAL AM, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio, including investment research and management. The Sub-Adviser may from time to time seek research assistance and may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an “assignment” for purposes of the 1940 Act but in no case shall such assistance and/or reliance relieve the Sub-Adviser of any of its obligations hereunder, nor shall the Portfolio or UBS GLOBAL AM be responsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assetsinvestments and for other related transactions. The Sub-Adviser will consult with GEAM from time be responsible for voting proxies of issuers of securities held by the Portfolio. The Sub-Adviser understand that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection Portfolio’s Prospectus and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Board of Trustees and of the Adviser, including all written guidelines, policies and procedures adopted by the Trust (or the “Board”)Adviser that are provided in writing to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and managementFund Account. The Sub-Adviser will determine from time to time what investments in the Fund Account will be purchased, retained retained, exchanged, converted or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult investments and for other related transactions with GEAM from time to time regarding matters pertaining respect to the Fund, including market strategy and portfolio characteristicsFund Account. The Sub-Adviser will provide services under this Agreement Contract in accordance with the Fund’s investment objective, policies and restrictions and the description of its investment strategy and style, all as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”)) of which the Sub-Adviser has been provided in writing. The Sub-Adviser is authorized on behalf of the Fund Account to enter into and execute any documents required to effect transactions with respect to the Fund Account, provided that such transactions are in accord with the Registration Statement and with all written guidelines, policies and procedures adopted by the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently or the Adviser that are provided in effect, have been delivered writing to the Sub-Adviser. The Adviser hereby (i) represents that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and a “Qualified Institutional Buyer” as defined in Rule 144A (a)(1)(i) under the Securities Act, and, in connection therewith, and the Adviser agrees to (A) furnish the Sub-Adviser with such financial information as it may request to confirm its status, and (B) promptly notify the Sub-Adviser if the Fund is no longer an “accredited investor” and/or a “Qualified Institutional Buyer”; and (ii) commits that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. The Adviser shall provide (or cause to be provided) to the Sub-Adviser any additional information that the Sub-Adviser may reasonably request to assist it in managing the Fund Account.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement and Declaration Certificate of Trust Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM and provided to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Trust’s currently effective registration statement under the 1940 Act, and any amendments or supplements thereto and provided to the Sub-Adviser (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS AM and the Constituent Documents Trust’s custodian such information as UBS AM and the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM shall provide to the Sub-Adviser any additional information that the Sub-Adviser may reasonable request to assist it in managing the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of UBS AM (except as defined below)expressly provided for herein or as may be required by law) to make and execute, in the Investment Guidelines (as defined below)name and on behalf of the Portfolio, all agreements, instruments and applicable lawother documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. In this connection By way of example and not by way of limitation, in connection with any purchase for the further duties set forth in this Section 2 Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as provided belowamended (the “Securities Act”), the Sub-Adviser shall provide GEAM have the full power and authority, among other things, to: (i) commit to purchase such securities for the Board Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such periodic reports securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and documentation a “Qualified Institutional Buyer” as GEAM defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Board Trust in writing, but any such revocation shall reasonably request regarding not affect any transaction initiated prior to receipt by the Sub-Adviser’s management Adviser of such notice. When investing in non-US securities, the Fund’s Allocated Assets, compliance Sub-Advisor is responsible for identifying and complying with all applicable laws and rules regulations of the jurisdiction in which the security is traded to the extent applicable to Sub-Adviser and the Registration Statement (as defined below) and all requirements hereunderPortfolio. The Sub-Adviser acknowledges Advisor shall use the degree of care, diligence and skill that copies of a reasonably prudent investment manager would exercise under the Trust’s current registration statement on Form N-1A and circumstances not to establish or add to existing positions in securities that are subject to any amendments applicable foreign ownership limits or supplements thereto levels (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and ByFOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels applicable on a stand-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered alone basis to the Sub-AdviserSegment or the Portfolio.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trusts Board of Trustees of (Board) and review by Mxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Trust (the “Board”)Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the Fund with respect to assets (Segment) of the Sub-Adviser’s Allocated AssetsSeries, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Series or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsSeries or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsSeries or Segment. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to be responsible for voting proxies of issuers of securities held by the Fund, including market strategy and portfolio characteristicsSeries or Segment. The Sub-Sub- Adviser understands that the Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (Code). The Sub- Adviser will provide services under this Agreement Contract in accordance with the Fund’s Series investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current Trusts currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). (b) The Sub Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution provided that, on behalf of the Series, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the Trust’s Agreement Sub-Adviser may pay to those brokers in return for brokerage and Declaration of Trust and By-Lawsresearch services a higher commission than may be charged by other brokers, if any, (“Constituent Documents”), each as currently in effect, have been delivered subject to the Sub-Advisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Series and its other clients and that the total commissions paid by the Series or Segment 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 Mxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Series or Segment. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Series or Segment, and will furnish the Board and Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Mxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the Board and Mxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Series or Segment and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. 3.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by Context Advisers, and any written guidelines adopted by the Board or Context Advisers, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsFund, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsFund. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to understands that the Fund’s assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide Context Advisers and the Trust’s Agreement custodian such information as Context Advisers and the Trust’s custodian may reasonably request relating to all transactions concerning the Fund. Context Advisers hereby designates and appoints the Sub-Adviser as its and the Fund’s limited purpose agent and attorney-in-fact, without further prior approval of Context Advisers (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) represent that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iii) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Advisers or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice hereunder, and Context Advisers represents that such powers of the Sub-Adviser are and will be authorized under the Trust’s Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to that the Declaration of Trust does not prohibit the Sub-AdviserAdvisor from exercising such powers. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement and Declaration Articles of Trust Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”"), oversight by UBS AM and any applicable written guidelines adopted by the Board or UBS AM, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsSegment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsSegment. The Sub-Sub- Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsSegment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio's assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s Portfolio's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current 's currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”"), subject to any written investment guidelines or instructions provided by the Board or UBS AM with respect to the Segment. The Sub-Adviser, on each business day (as such term is defined in the Portfolio's then-current prospectus), shall provide UBS AM and the Trust's custodian such information as UBS AM and the Trust's custodian may reasonably request relating to all transactions concerning the Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio's limited purpose agent and attorney-in-fact, without further prior approval of UBS AM (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Portfolio with respect to the Segment, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Segment on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the Trust’s Agreement purchase and Declaration sale of such securities or instruments; (iii) represent that the Portfolio is an "accredited investor" as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Segment except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of- attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust and By-Lawsin writing, if any, (“Constituent Documents”), each as currently in effect, have been delivered but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-AdviserAdviser of such notice. When investing in non-US securities, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL'') at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s Company's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s Agreement Company's Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, any (“"Constituent Documents”"), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”)") and oversight by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsSegment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained retained, exchanged, converted, sold or sold otherwise dealt in by the Fund with respect to such Allocated AssetsSegment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsSegment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio's assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s Portfolio's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto that have been provided to the Sub-Adviser prior to the implementation of the terms thereof ("Registration Statement"). The Sub-Adviser, on each business day, shall provide UBS AM and the Constituent Documents Trust's custodian such information as UBS AM and the Trust's custodian may reasonably request relating to all transactions executed for the Segment. The Sub-Adviser shall not be responsible for any costs, losses or expenses incurred by the Trust or the Portfolio as a result of the Portfolio's participation in any securities lending program or other revenue enhancing program that the Trust's custodian, or other party selected by UBS AM or the Trust, administers. UBS AM shall provide (or cause to be provided) to the Sub-Adviser any additional information that the Sub-Adviser may reasonably request to assist it in managing the Segment. UBS AM hereby designates and appoints the Sub-Adviser as defined below)its and the Portfolio's limited purpose agent and attorney-in-fact, without further prior notice to or approval of UBS AM (except as expressly provided for herein or as may be required by law) to make, negotiate and execute, in the Investment Guidelines (as defined below)name and on behalf of the Portfolio with respect to the Segment, all agreements, instruments, contracts and other documents or undertakings, and applicable lawto take all such other action which the Sub-Adviser considers necessary or advisable, to carry out its duties hereunder. In this connection By way of example and not by way of limitation, in connection with any purchase for the further duties set forth in this Section 2 Segment of securities or other instruments that are not registered under the U.S. Securities Act of 1933, as provided belowamended (the "Securities Act"), the Sub-Adviser shall provide GEAM have the full power and authority, among other things, to: (i) commit to purchase such securities for the Board Portfolio on the terms and conditions under which such securities are offered, (H) execute such account opening and other agreements, instruments and documents and make such commitments, as may be required in connection with the purchase and sale of such periodic reports securities or instruments; (iii) represent that the Portfolio is an "accredited investor" as defined in Rule sol. (a) of Regulation D under the Securities Act and documentation a "Qualified Institutional Buyer" as GEAM defined in Rule 144A (a) (a) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Segment except in compliance with the registration requirements of the Securities Act or an exemption therefrom, and exchange, convert and otherwise respond to tender offers and other voluntary corporate actions. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Board Trust in writing, but any such revocation shall reasonably request regarding not affect any transaction initiated prior to receipt by the Sub-Adviser’s management Adviser of such notice. When investing in non-US securities, the Fund’s Allocated Assets, compliance Sub-Adviser is responsible for identifying and complying with all applicable laws and rules and regulations of the Registration Statement (as defined below) and all requirements hereunderjurisdiction in which the security is traded. The Sub-Adviser acknowledges shall use the degree of care, diligence and skill that copies of a reasonably prudent investment manager would exercise under the Trust’s current registration statement on Form N-1A and circumstances not to establish or add to existing positions in securities that are subject to any amendments applicable foreign ownership limits or supplements thereto levels (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, "FOL") at a time when it is reasonably foreseeable that such purchases will have been delivered to be sold due to FOL limits or levels applicable to the Sub-AdviserAdviser or, on a standalone basis, to the Segment. Sub-Adviser represents that the Account will invest in fixed-income securities and that there are no FOL applicable to fixed income securities in non-U.S. jurisdictions where Sub-Adviser purchases securities.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have provided that such Registration Statement has been delivered provided to the Sub-Adviser. The Sub-Adviser, on each business day, shall provide UBS AM and the Trust’s custodian such information as UBS AM and the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. The Sub-Adviser will not have custody of any cash, securities or other assets of the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of UBS AM (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder, including providing information regarding the Portfolio or the Segment (except portfolio holdings information which is governed by Section 12 hereof) necessary to execute and/or implement such agreements, instruments, and other documents and the transactions contemplated therein. By way of example and not by way of limitation, in connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded to the extent such laws and regulations apply directly to the Sub-Adviser and/or the Segment. For the avoidance of doubt, the Portfolio and UBS AM shall be responsible for disclosures, filings and other requirements that apply to the Portfolio or UBS AM. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL”) that apply to the Sub-Adviser at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels. For the avoidance of doubt, the Portfolio and UBS AM shall be responsible for opening accounts in jurisdictions which have been identified to them by the Sub-Adviser and the Sub-Adviser is responsible for identifying such jurisdictions to the Portfolio and UBS AM.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Upon the reasonable request of SSGA FM, the Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement and Declaration Articles of Trust Incorporation and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Company's Board of Trustees of the Trust Directors (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsFund's assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for Fund investments. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Allocated AssetsFund. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Sub- Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Company's current registration statement on Form N-1A and any amendments or supplements thereto (the Registration Statement, ) and the Company's articles of incorporation and by-laws (the Constituent Documents (as defined belowDocuments), the Investment Guidelines (as defined below), and applicable law. In this connection therewith and in connection with the further duties set forth in this Section 2 as provided paragraphs 2(b) - (h) below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s Allocated Assets, 's assets and compliance with applicable laws and rules and the Registration Statement (as defined below) Statement, applicable law and regulations, and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser. (b) The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (1) the Fund's investment objective, policies and restrictions as set forth in the Registration Statement, (2) the Constituent Documents, (3) such policies, procedures or directives as the Board may from time to time establish or issue, and (4) applicable law and regulations. SSGA FM shall promptly notify the Sub-Adviser of changes to (1), (2), and (3) above. In particular, the Sub-Adviser shall be responsible to ensure that the Fund: (1) continuously qualifies as a regulated investment company under sub-chapter M of the Internal Revenue Code of 1986, as amended (the Code), (2) complies with the diversification requirements of Section 817(h) of the Code and regulations thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (3) is notified promptly, but in any event on the same day and prior to the earlier of (1) the release of the Fund's net asset value or (ii) 6:00pm Eastern Time, of any and all instances in which the Sub-Adviser knows or should have reason to know that the available price or value of a portfolio instrument does not represent the fair value of the instrument, or that there is no price or value available from any source with respect to a particular instrument and that such instrument should accordingly be subject to a fair valuation determination in accordance with procedures adopted by the Board, as amended from time to time. (c) The Sub-Adviser shall take all actions that it considers necessary to implement the investment objective and principal strategies of the Fund, and in particular, to place all orders for the purchase or sale of securities or other investments for the Fund with brokers or dealers selected by it. To that end, the Sub-Adviser is authorized as the agent of the Company to give instructions to the Company's custodian as to deliveries of securities or other investments and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to investments of the Fund, the Sub-Adviser is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement. In addition to seeking the best price and execution, to the extent covered by Section 28(e) of the Securities Exchange Act of 1934, as amended (the 0000 Xxx) and applicable guidance of the Securities and Exchange Commission (the SEC), the Sub-Adviser is also authorized to take into consideration other relevant factors which may include, without limitation: (1) the execution capabilities of such brokers and dealers, (2) research, custody and other services provided by brokers and dealers which the Sub-Adviser believes will enhance its general portfolio management capabilities, (3) the size of the transaction, (4) the difficulty of execution, (5) the operational facilities of such brokers and dealers, (6) the risk to such a broker or dealer of positioning a block of securities, and (7) the overall quality of brokerage and research services provided by such brokers and dealers. The Sub-Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if it determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The Sub-Adviser will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Sub-Adviser in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. The Sub-Adviser is also authorized to use soft-dollar services as requested by the Board from time to time. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable by the Sub-Adviser to each account. (d) Subject to: (1) the requirement that the Sub-Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Registration Statement, (2) the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the Advisers Act), (3) the provisions of the 1934 Act, and (4) other applicable provisions of law, the Sub-Adviser or an affiliated person of the Sub- Adviser or of SSGA FM may act as broker for the Fund in connection with the purchase or sale of securities or other investments for the Fund. Such brokerage services are not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Sub- Adviser or its affiliated persons may receive brokerage commissions, fees or other remuneration from the Fund or the Company for such services in addition to the Sub-Adviser's fees for services under this Agreement. (e) The Sub-Adviser agrees to maintain, in the form and for the periods required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments that are required to be maintained by the Company pursuant to the requirements of paragraphs (b)(2)(ii), (b)(2)(iii), (b)(5), (b) (6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all books and records which it maintains for the Fund or the Company are the property of the Company and further agrees to surrender the same to SSGA FM or the Company upon SSGA FM's or the Company's request (provided, however, that Sub-Adviser may retain copies of such records). The Sub-Adviser agrees to furnish the Board and SSGA FM with such periodic and special reports regarding the Fund's investments and records relating to the same as the Board or SSGA FM reasonably may request. (f) At such times as shall reasonably be requested by the Board or SSGA FM, the Sub- Adviser will provide the Board and SSGA FM with economic and investment analyses and reports as well as quarterly reports setting forth the Fund's performance and make available to the Board and SSGA FM any economic, statistical and investment services normally available to institutional or other customers of the Sub-Adviser invested in a similar strategy. The Sub-Adviser will complete on a quarterly basis the checklist provided to it by SSGA FM regarding the Fund's investments and transactions. The Sub-Adviser will make available its officers and employees to meet with the Board on reasonable notice to review the Fund's investments. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting the Board in determining the fair valuation of any illiquid portfolio securities and will assist the Company's accounting services agent or SSGA FM to obtain independent sources of market value for all other portfolio securities. (h) Sub-Adviser shall not consult with other sub-advisers of the Fund, or with sub-advisers of other funds of the Company, concerning transactions in portfolio securities or other portfolio investments of the Fund. 3.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM (copies of which have been provided to the Sub-Adviser), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsPortfolio or Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsPortfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser will consult with GEAM from time understands that the Portfolio’s assets need to time regarding matters pertaining be managed so as to permit the FundPortfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the FundPortfolio’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide UBS AM and the Trust’s Agreement custodian such information as UBS AM and Declaration the Trust’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub-Adviser as its and the Portfolio’s limited purpose agent and attorney-in-fact, without further prior approval of Trust UBS AM (except as expressly provided for herein or as may be required by law) to make and Byexecute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-LawsAdviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, if anyin connection with any purchase for the Portfolio or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Constituent DocumentsSecurities Act”), each as currently in effect, have been delivered to the Sub-AdviserAdviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the purchase and sale of such securities or instruments; (iii) represent that the Portfolio is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act and a “Qualified Institutional Buyer” as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by UBS AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities for the Portfolio or Segment, as the case may be, that are subject to any applicable foreign ownership limits or levels (“FOL”) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust's Board of Trustees of the Trust (the “"Board”)") and review by Context Capital, and as set forth in the Fund's Registration Statement (defined below) and as communicated in writing from time to time by Context Capital to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assetsor Segment, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Fund or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assetsor Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsFund or Segment. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to understands that the Fund's assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current 's currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“"Registration Statement”"). The Sub-Adviser, on each business day, shall provide Context Capital and the Trust's custodian such information as Context Capital and the Trust's custodian may reasonably request relating to all transactions concerning the Fund or Segment. Context Capital hereby designates and appoints the Sub-Adviser as its and the Fund's limited purpose agent and attorney-in-fact, without further prior approval of Context Capital (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, ISDA and other swap and derivative documents), and make such commitments, as may be required in connection with the Trust’s Agreement purchase and Declaration sale of such securities or instruments; (iii) represent that the Fund is an "accredited investor" as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Capital or the Trust and By-Lawsin writing, if any, (“Constituent Documents”), each as currently in effect, have been delivered but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-AdviserAdviser of such notice. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to knowingly establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels ("FOL") at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “"Board”"), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s 's Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s 's investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s 's management of the Fund’s 's Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s Company's current registration statement on Form N-1A and any amendments or supplements thereto (“"Registration Statement”"), and the Trust’s Agreement and Declaration Company's Articles of Trust Incorporation and By-Laws, if any, any (“"Constituent Documents”"), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-AdviserSubAdviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement and Declaration Articles of Trust Incorporation and By-Laws, if any, any (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees Directors of the Trust Company (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser SubAdviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the TrustCompany’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the TrustCompany’s Agreement Amended and Declaration Restated Articles of Trust Incorporation and By-Laws, if any, any (“Constituent Documents”), each as currently in effect, have been delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM SSGA FM and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated Assets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated Assets. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated Assets. The Sub-Adviser will consult with GEAM SSGA FM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM SSGA FM and the Board with such periodic reports and documentation as GEAM SSGA FM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, any (“Constituent Documents”), each as currently in effect, have been delivered or will be delivered to the Sub-Adviser.

Duties as Sub-Adviser. (a) Subject to the oversight supervision and supervision direction of GEAM and the Trust’s Board of Trustees of the Trust (the “Board”)) and review by Context Advisers, and any written guidelines adopted by the Board or Context Advisers, the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-Adviser’s Allocated AssetsFund, including investment research and managementdiscretionary management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsFund. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to understands that the Fund’s assets need to be managed so as to permit the Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including market strategy and portfolio characteristicsas amended (“Code”). The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration Statement, the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current currently effective registration statement on Form N-1A under the 1940 Act, and any amendments or supplements thereto (“Registration Statement”). The Sub-Adviser, on each business day, shall provide Context Advisers and the Trust’s Agreement custodian such information as Context Advisers and the Trust’s custodian may reasonably request relating to all transactions concerning the Fund. Context Advisers hereby designates and appoints the Sub-Adviser as its and the Fund’s limited purpose agent and attorney-in-fact, without further prior approval of Context Advisers (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Fund, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Fund of securities or instruments that are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Fund on the terms and conditions under which such securities are offered; (ii) represent that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act; and (iii) commit that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by Context Advisers or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser of such notice hereunder, and Context Advisers represents that such powers of the Sub-Adviser are and will be authorized under the Trust’s Declaration of Trust and By-Laws, if any, (“Constituent Documents”), each as currently in effect, have been delivered to that the Declaration of Trust does not prohibit the Sub-AdviserAdviser from exercising such powers. When investing in non-US securities, the Sub-Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Adviser shall use the degree of care, diligence and skill that a reasonably prudent investment manager would exercise under the circumstances not to establish or add to existing positions in securities that are subject to any applicable foreign ownership limits or levels (“FOL’’) at a time when it is reasonably foreseeable that such purchases will have to be sold due to FOL limits or levels.

Duties as Sub-Adviser. (a) Subject to the oversight and supervision of GEAM and the Board of Trustees of the Trust (the “Board”), the Sub-Adviser will provide a continuous investment program for the Fund with respect to the Sub-AdviserFund’s Allocated Assetsassets, including investment research and management. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Fund with respect to such Allocated AssetsFund. The Sub-Adviser will be responsible for placing purchase and sell orders for the Allocated AssetsFund investments. The Sub-Adviser will consult with GEAM from time to time regarding matters pertaining to the Fund, including market strategy and portfolio characteristics. The Sub-Adviser will provide services under this Agreement in accordance with the Fund’s investment objective, policies and restrictions as stated in the Registration StatementStatement (as defined below), the Constituent Documents (as defined below), the Investment Guidelines (as defined below), and applicable law. In this connection and in connection with the further duties set forth in this Section 2 as provided below, the Sub-Adviser shall provide GEAM and the Board with such periodic reports and documentation as GEAM or the Board shall reasonably request regarding the Sub-Adviser’s management of the Fund’s Allocated Assetsassets, compliance with applicable laws and rules and the Registration Statement (as defined below) and all requirements hereunder. The Sub-Adviser acknowledges that copies of the Trust’s current registration statement on Form N-1A and any amendments or supplements thereto (“Registration Statement”), and the Trust’s Agreement and Declaration of Trust and By-Laws, if any, (“Constituent Documents”), and the Investment Guidelines, each as currently in effect, have been delivered to the Sub-Adviser.