Common use of Duties as Sub-Adviser Clause in Contracts

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). 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. 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"), 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-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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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; 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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-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

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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) establish and 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- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM and agreed to by the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment, as applicable. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement under the 1940 Act, and any amendments or supplements thereto that have been provided to Sub-Adviser prior to the implementation of the terms thereof ("“Registration Statement"”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust's ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 make, negotiate and executeexecute with brokers, dealers, futures commission merchant, banks or other agents or counterparties (each, a “Broker”), in the name and on behalf of the Portfolio, 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"”), the Sub- 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) negotiate and execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, futures account agreements, collateral control agreements, ISDA and other swap and derivative documentsdocuments and agreements), 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. In order to meet margin or collateral requirements and pledge collateral in connection with futures, forwards and other derivative instruments, the Sub-Adviser may direct payments of cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as the Sub-Adviser deems desirable or appropriate, provided that the Sub-Adviser’s actions are in accordance with the terms of this Agreement, the 1940 Act and the rules and regulations thereunder. Such Brokers are authorized to act on instructions from the Sub-Adviser, including, but not limited to instructions with respect to transferring money, securities or other property between accounts held by such Broker or elsewhere on behalf of the Portfolio and to instruct the receipt or delivery of securities or property on behalf of the Portfolio. 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- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM provided in writing or electronically, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 1933 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- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM and agreed to by the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment, as applicable. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement under the 1940 Act, and any amendments or supplements thereto that have been provided to Sub-Adviser prior to the implementation of the terms thereof ("“Registration Statement"”). The Sub-Adviser, on each business day, shall provide UBS Global AM and the Trust's ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 make, negotiate and executeexecute with brokers, dealers, futures commission merchant, banks or other agents or counterparties (each, a “Broker”), in the name and on behalf of the Portfolio, 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"”), the Sub- 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) negotiate and execute such account opening and other agreements, instruments and documents (including, without limitation, purchase agreements, subscription documents, futures account agreements, collateral control agreements, ISDA and other swap and derivative documentsdocuments and agreements), 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. In order to meet margin or collateral requirements and pledge collateral in connection with futures, forwards and other derivative instruments, the Sub-Adviser may direct payments of cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as the Sub-Adviser deems desirable or appropriate, provided that the Sub-Adviser’s actions are in accordance with the terms of this Agreement, the 1940 Act and the rules and regulations thereunder. Such Brokers are authorized to act on instructions from the Sub-Adviser, including, but not limited to instructions with respect to transferring money, securities or other property between accounts held by such Broker or elsewhere on behalf of the Portfolio and to instruct the receipt or delivery of securities or property on behalf of the Portfolio. 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- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS AM, 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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’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"”), the Sub- 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- Sub-Adviser of such notice. When investing in non-US securitiessecurities for the Portfolio, the Sub-Advisor is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is tradedtraded to the extent such laws and regulations apply directly to the Sub-Adviser and/or the Segment. 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 levelslevels applicable to the Sub-Adviser or, on a standalone basis, to the Segment.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's Portfolios assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's Portfolios investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement 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 Trusts custodian such information as UBS Global AM and the Trust's Trusts custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's 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 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- 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" investor as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" 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- 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 supervision and direction of the Trust's Trusts Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's Portfolios assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's Portfolios investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement 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 Trusts custodian such information as UBS Global AM and the Trust's Trusts custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's 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 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- 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) establish and 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" investor as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" 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- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS AM, and any written guidelines adopted by the Board or UBS AM AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for placing other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. All directions of the Board, written guidelines adopted by the Board or UBS AM, or changes in the Portfolio’s investment objective, policies and restrictions, If applicable to the Sub-Adviser, shall be communicated in writing to the Sub-Adviser. UBS AM agrees to provide to the Sub-Adviser copies of such directions of the Board, written guidelines adopted by the Board or UBS AM, and any changes in the Portfolio’s investment objective, policies and restrictions as soon as practicable after such materials become available. UBS AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s limited purpose agent and attorney-inIn-fact, without the need for 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"”), the Sub- 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" 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. For the avoidance of doubt, the Sub-Adviser may: (i) exercise or abstain from exercising any option, privilege or right attaching to any asset in the Portfolio and (ii) effect the tender, exchange, conversion, or other transactions with respect to any security or asset held in the Portfolio. 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- 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 not, subject to the degree standard of carecare identified in Section 6(a), 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 levelslevels in the Segment.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Trusts Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's Portfolios assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's Portfolios investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement 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 Trusts custodian such information as UBS Global AM and the Trust's Trusts custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's 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 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- 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" investor as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" Buyer as defined in Rule 144A (a) (1) (i) under the Securities Act; and (iv) commit ommit 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- 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for placing other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM and the Trust's ’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 and will not be liable for any loss resulting from any act or omission of the Trust’s custodian, unless such act or omission results from instructions of or the failure to instruct by the Sub-Adviser that otherwise is not consistent with the standard of care reflected below. UBS AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s limited purpose agent and attorney-in-fact, without the need for 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"”), the Sub- 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- Sub-Adviser of such notice. However, nothing in this paragraph shall be construed as imposing a duty on the Sub-Adviser to act in its capacity as agent and attorney-in-fact for the Portfolio, unless otherwise consistent with the Sub-Adviser’s duties herein. UBS AM represents that the Portfolio is (i) an Eligible Contract Participant as defined by Section 1(a)(18) of the Commodity Exchange Act and U.S. Commodity Futures Trading Commission regulations thereunder; and (ii) is not a “restricted person” under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and thus the Portfolio is not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members. UBS AM agrees to promptly notify the Sub-Adviser if any of the foregoing representations ceases to be true or correct. 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 knowingly 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. The Sub-Adviser shall (i) determine the manner in which all rights to consent to corporate actions, conversion rights, subscription rights, tender rights, appraisal rights and any other corporate action rights pertaining to any portfolio securities held by the Portfolio or the Segment, as applicable, shall be exercised and/or (ii) execute all such certificates, consents and other documents necessary or appropriate to effectuate the powers of the Sub-Adviser under this Agreement.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by UBS AM, and any written guidelines adopted by the Board or UBS AM the Sub-Sub- Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). 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. UBS AM hereby designates and appoints the Sub- 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"), the Sub- 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- Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor 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 supervision and direction of the Trust's Board of Trustees (the "Board") and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM the Sub-Sub- Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). The Sub-Adviser, on each business day, shall provide UBS Global AM and the 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. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's 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 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). 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. UBS AM hereby designates and appoints the Sub- 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"), 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- 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 supervision and direction of the Trust's Trusts Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's Portfolios assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's Portfolios investment objective, policies and restrictions as stated in the Trust's Trusts currently effective registration statement 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 Trusts custodian such information as UBS Global AM and the Trust's Trusts custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's 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 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- 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" investor as defined in Rule 501 (a) of Regulation D under the Securities Act and a "Qualified Institutional Buyer" 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-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- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS AM Global AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. Neither the Sub-Adviser nor any affiliate of the Sub-Adviser shall act as custodian or trustee of the Portfolio, nor hold money, nor be the registered holder of the Portfolio, nor be the custodian of documents or other evidence of title. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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, futures agreements, clearing addenda, 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 a “Qualified Eligible Person” as defined in the Commodity Futures Trading Commission (“CFTC”) Rule 4.7, and consent to the Portfolio being treated as an exempt account under CFTC Rule 4.7; 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- 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 supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). 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. UBS AM hereby designates and appoints the Sub- 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"), the Sub- 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- 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 supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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-Sub- Adviser will provide services under this Agreement in accordance with the 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 ("Registration Statement"). 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. 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-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"), the Sub- 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- Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor 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-Advisor 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 supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). 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. UBS AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's limited purpose agent and attorney-in-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"), the Sub- 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-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- 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 supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Sub- Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). The Sub-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 executed for 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"), 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 futures and options account agreements (including swaps addenda thereto), cleared derivative execution agreements, International Swaps and Derivatives Association, Inc. master agreements and credit support annexes ("ISDAs") and other swap and derivative documents)documents with brokers, dealers, futures commission merchants swap dealers and/or clearing houses as the Sub-Adviser shall select) 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. UBS AM acknowledges and agrees that the Sub-Adviser will rely on representations, warranties and covenants made by UBS AM when entering into such agreements and when entering into derivatives transactions on behalf of the Portfolio, and, upon reasonable request by the Sub-Adviser, UBS AM will provide the Sub-Adviser with the representations, warranties and covenants that are required for such transactions. Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser may, using such of the securities and other property in the Segment or the Portfolio as the Sub-Adviser deems necessary or desirable, direct the Portfolio's custodian to deposit for the Portfolio original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. 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- Sub-Adviser of such notice. When investing in non-US securities, the Sub-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 levelslevels applicable to the Sub-Adviser or, on a stand-alone basis, to the portion of the Portfolio managed by the Sub- Adviser. Sub-Advisor 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.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 not, subject to the degree standard of carecare identified in Section 6(a), 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 levelslevels in the Segment.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by UBS AMContext Capital, and any written guidelines adopted by the Board or UBS AM Context Capital, the Sub-Adviser will provide a continuous investment program for the Portfolio Fund or Segment, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio Fund or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio Fund or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio Fund or Segment. The Sub- Sub-Adviser understands that the PortfolioFund's assets need to be managed so as to permit the Portfolio Fund 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 in accordance with the PortfolioFund'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 ("Registration Statement"). The Sub-Adviser, on each business day, shall provide UBS AM Context Capital and the Trust's custodian such information as UBS AM Context Capital and the Trust's custodian may reasonably request relating to all transactions concerning the Portfolio Fund or Segment. UBS AM Context Capital hereby designates and appoints the Sub- Sub-Adviser as its and the PortfolioFund's limited purpose agent and attorney-in-fact, without further prior approval of UBS AM 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 PortfolioFund, 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 Fund or Segment of securities or instruments that are not registered under the U.S. Securities Act of 1933933, as amended (the "Securities Act"), the Sub- Sub-Adviser shall have the full power and authority, among other things, to: (i) commit to purchase such securities for the Portfolio 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 Portfolio Fund is an "accredited investor" as defined in Rule 501 so (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 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 UBS AM Context Capital or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS AM Global AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM Global Americas and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’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"), 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-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

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’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"”), the Sub- 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; (ii9) 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- 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning executed for the Portfolio or Segment. UBS AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’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"”), the Sub- 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 futures and options account agreements (including swaps addenda thereto), cleared derivative execution agreements, International Swaps and Derivatives Association, Inc. master agreements and credit support annexes (“ISDAs”) and other swap and derivative documents)documents with brokers, dealers, futures commission merchants swap dealers and/or clearing houses as the Sub-Adviser shall select) 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. UBS AM acknowledges and agrees that the Sub-Adviser will rely on representations, warranties and covenants made by UBS AM when entering into such agreements and when entering into derivatives transactions on behalf of the Portfolio, and, upon reasonable request by the Sub-Adviser, UBS AM will provide the Sub-Adviser with the representations, warranties and covenants that are required for such transactions. Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser may, using such of the securities and other property in the Segment or the Portfolio as the Sub-Adviser deems necessary or desirable, direct the Portfolio’s custodian to deposit for the Portfolio original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. 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- 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 levelslevels applicable to the Sub-Adviser or, on a stand-alone basis, to the portion of the Portfolio managed by the Sub-Adviser. Sub-Advisor 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.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS AM Global AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS AM Global Americas and the Trust's ’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 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"), 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-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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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, futures agreements, clearing addenda, 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 a “Qualified Eligible Person” as defined in the Commodity Futures Trading Commission (“CFTC”) Rule 4.7, and consent to the Portfolio being treated as an exempt account under CFTC Rule 4.7; 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- 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 supervision and direction of the Trust's ’s Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 not, subject to the degree standard of carecare identified in Section 6(a), 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 levelslevels in the Segment.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by UBS AM, and any written guidelines adopted by the Board or UBS AM AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). 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. UBS AM hereby designates and appoints the Sub- 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"), the Sub- 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- 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 supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). The Sub-Adviser, on each business day, shall provide UBS Global AM and the 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. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's 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 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- 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; 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM and made available to sub-advisor, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 1933 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- 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 supervision and direction of the Trust's ’s Board of Trustees (the "“Board"”) and review by UBS Global AM, and any written guidelines adopted by the Board or UBS AM Global AM, the Sub-Adviser will provide a continuous investment program for the Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's ’s assets need to be managed so as to permit the Portfolio 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 in accordance with the Portfolio's ’s investment objective, policies and restrictions as stated in the Trust's ’s currently effective registration statement 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 ’s custodian such information as UBS Global AM and the Trust's ’s custodian may reasonably request relating to all transactions concerning the Portfolio or Segment. Neither the Sub-Adviser nor any affiliate of the Sub-Adviser shall act as custodian or trustee of the Portfolio, nor hold money, nor be the registered holder of the Portfolio, nor be the custodian of documents or other evidence of title. UBS Global AM hereby designates and appoints the Sub- Sub-Adviser as its and the Portfolio's ’s 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 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- 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 Global AM or the Trust in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub- Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor Adviser is responsible for identifying and complying with all applicable laws and regulations of the jurisdiction in which the security is traded. The Sub-Advisor 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 supervision and direction of the Trust's Board of Trustees (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 Portfolio or Segment, including investment research and discretionary 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 Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub- Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio 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 in accordance with the 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 ("Registration Statement"). 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. 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-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"), the Sub- 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- Sub-Adviser of such notice. When investing in non-US securities, the Sub-Advisor 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-Advisor 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.