Common use of Duties as Subadviser Clause in Contracts

Duties as Subadviser. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser shall manage the investment operations and portfolio composition of the Allocated Assets, including the purchase, retention and disposition of securities in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Subadviser shall provide supervision of the investments of the Allocated Assets and determine from time to time what investments or securities will be purchased, retained, sold or lent by or for the Allocated Assets, and what portion of the Allocated Assets will be invested or held uninvested as cash. (b) The Subadviser shall use its best judgment in the performance of its duties under this Agreement. (c) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Subadviser shall determine the securities to be purchased or sold by the Fund with respect to the Allocated Assets and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Subadviser shall maintain all books and records with respect to the Allocated Assets of the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder, and shall render to the Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Subadviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions for the Allocated Assets pursuant to standing instructions.

Duties as Subadviser. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser shall manage the investment operations of each Fund and portfolio the composition of the Allocated Assetsportfolio of each Fund, including the purchase, retention and disposition of securities therein, in accordance with the investment objectives, policies and restrictions of the each Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Subadviser shall provide supervision of the each Fund's investments of the Allocated Assets and determine from time to time what investments or securities will be purchased, retained, sold or lent by or for the Allocated Assetseach Fund, and what portion of the Allocated Assets each Fund's assets will be invested or held uninvested as cash. (b) The Subadviser shall use its best judgment in the performance of its duties under this Agreement. (c) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Subadviser shall determine the securities to be purchased or sold by the each Fund with respect to the Allocated Assets and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the a Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the FundFunds, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the a Fund's investment transaction business. It is also understood that it is desirable for the each Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the each Fund with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of one or more of the Fund Funds as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. (e) The Subadviser shall maintain all books and records with respect to the Allocated Assets of the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder, rules thereunder and shall render to the Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Subadviser shall provide the each Fund's Custodian on each business day with information relating to the execution of all portfolio transactions for the Allocated Assets pursuant to standing instructions.

Duties as Subadviser. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser shall manage the investment operations of the Fund and portfolio the composition of the Allocated Assetsportfolio of the Fund, including the purchase, retention and disposition of securities thereof, in accordance with the investment objectives, policies and restrictions of the Fund, as specified stated in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Subadviser shall provide supervision of the Fund's investments of the Allocated Assets and determine from time to time what investments or securities will be purchased, retained, sold or lent by or for the Allocated AssetsFund, and what portion of the Allocated Assets Fund's assets will be invested or held uninvested as cash. (b) The Subadviser shall use its best judgment in the performance of its duties under this Agreement. (c) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board Trustees of Trustees the Trust and the Manager, Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Subadviser shall determine the securities to be purchased or sold by the Fund with respect to the Allocated Assets and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Subadviser shall maintain all books and records with respect to the Allocated Assets of the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder, thereunder and shall render to the Manager and to the Trust's Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Subadviser shall provide the Fund's Custodian on each business day with information relating to the execution of all portfolio transactions for the Allocated Assets pursuant to standing instructions.

Duties as Subadviser. a Subject to the supervision and direction of the Funds Board of Trustees Directors Board and review by Mitchxxx Xxxxxxxx, xxd any written guidelines adopted by the Board or Mitchxxx Xxxxxxxx, xxx SubAdviser will provide a continuous investment program for all or a designated portion of the Trust and the Manager, the Subadviser shall manage the investment operations and portfolio composition of the Allocated Assets, including the purchase, retention and disposition of securities in accordance with the investment objectives, policies and restrictions assets Segment of the Fund, as specified including investment research and discretionary management with respect to all securities and investments and cash equivalents in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) Fund or Segment. The Subadviser shall provide supervision of the investments of the Allocated Assets and SubAdviser will determine from time to time what investments or securities will be purchased, retained, retained or sold by the Fund or lent by or for the Allocated Assets, Segment and what portion of the Allocated Assets Fund or Segment will be invested or held uninvested as in cash. (b) . The Subadviser shall use its best judgment in SubAdviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the performance Fund or Segment. The SubAdviser will be responsible for voting proxies of its duties under this Agreement. (c) The Subadviser, in the performance issuers of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Subadviser shall determine the securities to be purchased or sold held by the Fund with respect or Segment. The SubAdviser understands that the Funds assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Allocated Assets and Internal Revenue Code, as amended Code. The SubAdviser will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) provide services under this Contract in conformity accordance with the policy with respect to brokerage Fund's investment objective, policies and restrictions as set forth stated in the Trust's Funds currently effective registration statement under the 1940 Act, and any amendments or supplements thereto Registration Statement Statement. b The SubAdviser shall have full and Prospectus (each complete discretion to establish brokerage accounts with one or more brokers, dealers or other financial intermediaries as hereinafter defined) or as the Board of Trustees SubAdviser may direct select, including those which from time to timetime may furnish to SubAdviser or its affiliates statistical and investment research information and other services. It is recognized The SubAdviser agrees that, in providing placing orders with brokers, it will obtain the Fund with investment supervision or the placing best net result in terms of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policyexecution provided that, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none on behalf of the Fund, the TrustSubAdviser may, in its discretion, use brokers that provide the Manager nor the Subadviser has adopted a formula for allocation SubAdviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund's investment transaction business. It is also understood that it is desirable Fund or Segment, and the SubAdviser may pay to those brokers in return for the Fund that the Subadviser have access to supplemental investment brokerage and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at services a higher cost commission than may be charged by other brokers, subject to the SubAdvisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the SubAdviser to the Fund than may result when allocating brokerage to and its other brokers on clients and that the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for total commissions paid by the Fund or Segment will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to Mitchxxx Xxxxxxxx xx xhe Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The SubAdviser may aggregate sales and purchase orders with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest assets of the Fund as well as or Segment with similar orders being made simultaneously for other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made a ccounts advised by the Subadviser in SubAdviser or its affiliates. Whenever the manner it considers SubAdviser simultaneously places orders to be purchase or sell the most equitable and consistent with its fiduciary obligations to same security on behalf of the Fund and one or more other accounts advised by the SubAdviser, the orders will be allocated as to price and amount among all such other clients. (e) accounts in a manner believed to be equitable over time to each account. Mitchxxx Xxxxxxxx xxxxgnizes that in some cases this procedure may adversely affect the results obtained for the Fund or Segment. c The Subadviser shall SubAdviser will maintain all books and records with respect to the Allocated Assets of the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under pursuant to the 1940 Act and the Rules thereunderrules and regulations promulgated thereunder with respect to transactions by the SubAdviser on behalf of the Fund or Segment, and shall render to will furnish the Manager Board and to the Trust's Trustees Mitchxxx Xxxxxxxx xxxx such periodic and special reports as the Manager Board or Mitchxxx Xxxxxxxx xxxxonably may request. In compliance with the Trustees may requirements of Rule 31a3 under the 1940 Act, the SubAdviser hereby agrees that all records that it maintains for the Fund are the property of the Fund, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for the Fund upon request by the Fund. The SubAdviser will be entitled to retain originals or copies of records pursuant to the requirements of applicable laws or regulations; provided that the SubAdviser will surrender original records to the Fund if the 1940 Act requires that the Fund have or maintain such original records. d At such times as shall be reasonably request. (f) The Subadviser shall requested by the Board or Mitchxxx Xxxxxxxx, xxx Sub-Adviser will provide the Fund's Custodian on each business day with information relating Board and Mitchxxx Xxxxxxxx xxxx economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund or Segment and make available to the execution Board and Mitchxxx Xxxxxxxx xxx economic, statistical and investment services that the SubAdviser normally makes available to its other subadvisory clients. e In accordance with procedures adopted by the Board, as amended from time to time, the SubAdviser is responsible for assisting in the fair valuation of all portfolio transactions securities in the Fund or Segment and will use its reasonable efforts to assist the custodian with obtaining a price from one or more parties independent of the SubAdviser for each portfolio security for which the Allocated Assets pursuant to standing instructionscustodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Subadviser. (a) Subject to the supervision and direction of the Trusts Board of Trustees of (the Trust Board) and review by UBS Global AM, and any written guidelines adopted by the ManagerBoard or UBS Global AM, the Subadviser shall manage SubAdviser will provide a continuous investment program for the investment operations and portfolio composition of the Allocated AssetsPortfolio or Segment, including the purchase, retention investment research and disposition of discretionary management with respect to all securities in accordance with the investment objectives, policies and restrictions of the Fund, as specified investments and cash equivalents in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) Portfolio or Segment. The Subadviser shall provide supervision of the investments of the Allocated Assets and SubAdviser will determine from time to time what investments or securities will be purchased, retained, retained or sold by the Portfolio or lent by or Segment. The SubAdviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The SubAdviser understands that the 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 SubAdviser will provide services under this Agreement in accordance with the Portfolios investment objective, policies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and what portion of any amendments or supplements thereto (Registration Statement). The SubAdviser, on each business day, shall provide UBS Global AM and the Allocated Assets will be invested Trusts custodian such information as UBS Global Americas and the Trusts custodian may reasonably request relating to all transactions concerning the Portfolio or held uninvested as cashSegment. (b) The Subadviser shall use SubAdviser agrees that it will not consult with any other SubAdviser (Other SubAdviser) for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other SubAdviser, or an affiliate of the Other SubAdviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other SubAdviser, or its best judgment in affiliate, is the performance of its duties under this Agreementprincipal underwriter. (c) The Subadviser, in Unless otherwise instructed by UBS Global AM or the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) the SubAdviser agrees that it will be responsible for voting proxies of issuers of securities held by the Trust and with the instructions and directions of the Board of Trustees and the Manager, and Portfolio or Segment. The SubAdviser further agrees that it will conform to and adopt written proxy voting procedures that shall comply with the requirements of the 1940 Act and all the Investment Advisers Act of 1940, as amended (Advisers Act) (Proxy Voting Policy), and that shall be acceptable to the Board. The SubAdviser shall also provide its Proxy Voting Policy, and if requested by UBS Global AM, a summary of such Proxy Voting Policy for inclusion in the Trusts registration statement, and will provide UBS Global AM with any material amendment to the Proxy Voting Policy within a reasonable time after such amendment has taken effect. The SubAdviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12 month period ending June 30, or such other applicable federal period as the Board may designate, in a format that shall comply with the 1940 Act and state laws and regulationsthat shall be acceptable to the Board. (d) The Subadviser shall determine SubAdviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Portfolio or Segment, the SubAdviser may, in its discretion, use brokers who provide the SubAdviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio or Segment, and the SubAdviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the SubAdvisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the SubAdviser to the Portfolio or Segment and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits to the Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to UBS Global AM or the SubAdviser, the Trusts principal underwriter, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The SubAdviser may aggregate sales and purchase orders of the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the SubAdviser or its affiliates. Whenever the SubAdviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio or Segment and one or more other accounts advised by the SubAdviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be purchased equitable over time to each account. UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or sold by the Fund with respect Segment. Subject to the Allocated Assets SubAdvisers obligations to seek best execution, UBS Global AM agrees that the SubAdviser, in its sole discretion, may place transactions on behalf of the Portfolio and will place orders pursuant the Trust or with any brokerdealer deemed to its determination with or through be an affiliate of the SubAdviser (the Affiliated BrokerDealers) so long as such persons, brokers or dealers (including NYLIFE Securities Inc.) transactions are effected in conformity with the policy with respect to brokerage as requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the SubAdvisers Form ADV Registration Statement on file with the Securities and Exchange Commission (Form ADV)) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934, and in compliance with Rules 17e1 or 10f3 under the 1940 Act or other applicable rules and the Trusts policies and procedures thereunder. In all such dealings, the Affiliated BrokerDealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global AM, the Portfolio or the Trust's Registration Statement . UBS Global AM further authorizes the SubAdviser and Prospectus its Affiliated BrokerDealers to execute agency cross transactions (each as hereinafter definedthe Cross Transactions) or as on behalf of the Board of Trustees Portfolio and the Trust. Cross Transactions are transactions which may direct from time to time. It is recognized that, in providing be effected by the Fund with investment supervision Affiliated BrokerDealers acting for both the Portfolio or the placing of orders for portfolio transactions, Trust and the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost counterparty to the Fund than may result when allocating brokerage transaction. Cross Transactions enable the SubAdviser to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale or sell a block of securities for the Fund with respect to Portfolio or the Allocated Assets Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of order. As such, the SubAdviser believes that Cross Transactions can provide meaningful benefits for the Portfolio and the Trust and its clients generally. UBS Global AM, the Portfolio and the Trust should be aware, however, that in a security to Cross Transaction an Affiliated BrokerDealer will be in the best interest receiving commissions from both sides of the Fund as well as trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities. SubAdviser shall effect such Cross Transactions in compliance with Rule 206(3)2 under the Advisers Act and any other clients, applicable provisions of the Subadviser, to the extent permitted by applicable federal securities laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In provide UBS Global Americas with periodic reports describing such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsagency cross transactions. (e) The Subadviser SubAdviser shall maintain separate detailed records of all books and records with respect matters pertaining to the Allocated Assets Portfolio or Segment, including, without limitation, brokerage and other records of the Fund's all securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and transactions. Any records required to be maintained by it and preserved pursuant to the provisions of Rule 31a1 and Rule 31a2 promulgated under the 1940 Act that are prepared or maintained by the SubAdviser on behalf of the Trust are the property of the Trust and the Rules thereunder, and shall render will be surrendered promptly to the Manager and Trust upon request. The SubAdviser further agrees to preserve for the Trust's Trustees such periodic and special reports as periods prescribed in Rule 31a2 under the Manager or 1940 Act the Trustees may reasonably requestrecords required to be maintained under Rule 31a1 under the 1940 Act. (f) The Subadviser At such times as shall be reasonably requested by the Board or UBS Global AM, the SubAdviser will provide the Fund's Custodian on each business day Board and UBS Global AM with information relating economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the execution Board and UBS Global AM any economic, statistical and investment services that the SubAdviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the SubAdviser is responsible for assisting in the fair valuation of all portfolio transactions securities and will use its reasonable efforts to arrange for the Allocated Assets pursuant provision of a price(s) from one or more parties independent of the SubAdviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. The SubAdviser also will provide such information or perform such additional acts as are customarily performed by a subadviser and may be required for the Trust or UBS Global Americas to standing instructionscomply with their respective obligations under applicable federal securities laws, including,without limitation, the 1940 Act, Investment Advisers Act of 1940, as amended (Advisers Act), the 1934 Act, the Securities Act of 1933, as amended (the Securities Act), and any rule or regulation thereunder.

Duties as Subadviser. (a) Subject to the supervision and direction of the Trusts Board of Trustees of (the Trust Board) and review by UBS Global AM, and any written guidelines adopted by the ManagerBoard or UBS Global AM, the Subadviser shall manage SubAdviser will provide a continuous investment program for the investment operations and portfolio composition of the Allocated AssetsPortfolio or Segment, including the purchase, retention investment research and disposition of discretionary management with respect to all securities in accordance with the investment objectives, policies and restrictions of the Fund, as specified investments and cash equivalents in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) Portfolio or Segment. The Subadviser shall provide supervision of the investments of the Allocated Assets and SubAdviser will determine from time to time what investments or securities will be purchased, retained, retained or sold by the Portfolio or lent by or Segment. The SubAdviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The SubAdviser understands that the 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 SubAdviser will provide services under this Agreement in accordance with the Portfolios investment objective, policies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and what portion of the Allocated Assets will be invested any amendments or held uninvested as cashsupplements thereto (Registration Statement). (b) The Subadviser shall use SubAdviser agrees that it will not consult with any other subadviser (Other SubAdviser) for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including (i) the purchase by the Portfolio or Segment of a security issued by the Other SubAdviser, or an affiliate of the Other SubAdviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii) transactions by the Portfolio or Segment in any security for which the Other SubAdviser, or its best judgment in affiliate, is the performance of its duties under this Agreementprincipal underwriter. (c) The Subadviser, in SubAdviser agrees that it will be responsible for voting proxies of issuers of securities held by the performance of its duties and obligations under this Agreement, Portfolio or Segment. The SubAdviser further agrees that it will adopt written proxy voting procedures that shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, and will conform to and comply with the requirements of the 1940 Act and all the Investment Advisers Act of 1940, as amended (Advisers Act), and that shall be acceptable to the Board. The SubAdviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12 month period ending June 30, or such other applicable federal period as the Board may designate, in a format that shall comply with the 1940 Act and state laws and regulationsthat shall be acceptable to the Board. (d) The Subadviser shall determine SubAdviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Portfolio or Segment, the SubAdviser may, in its discretion, use brokers that provide the SubAdviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio or Segment, and the SubAdviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the SubAdvisers determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the SubAdviser to the Portfolio or Segment and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits to the Portfolio or Segment over the long term. In no instance will portfolio securities to be purchased from or sold by to UBS Global AM or the Fund SubAdviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The SubAdviser may aggregate sales and purchase orders with respect to the Allocated Assets assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the SubAdviser or its affiliates. Whenever the SubAdviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio or Segment and one or more other accounts advised by the SubAdviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the SubAdvisers obligations to seek best execution, UBS Global AM agrees that the SubAdviser, in its sole discretion, may place orders pursuant transactions on behalf of the Portfolio or Segment and the Trust with any brokerdealer deemed to its determination with or through be an affiliate of the SubAdviser (the Affiliated BrokerDealers) so long as such persons, brokers or dealers (including NYLIFE Securities Inc.) transactions are effected in conformity with the policy with respect to brokerage as requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the SubAdvisers Form ADV Registration Statement on file with the Securities and Exchange Commission (Form ADV)) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated BrokerDealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global AM, the Portfolio or the Trust's Registration Statement . UBS Global AM further authorizes the SubAdviser and Prospectus its Affiliated BrokerDealers to execute agency cross transactions (each as hereinafter definedthe Cross Transactions) or as on behalf of the Board of Trustees Portfolio and the Trust. Cross Transactions are transactions which may direct from time to time. It is recognized that, in providing be effected by the Fund with investment supervision Affiliated BrokerDealers acting for both the Portfolio or the placing of orders for portfolio transactions, Trust and the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost counterparty to the Fund than may result when allocating brokerage transaction. Cross Transactions enable the SubAdviser to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale or sell a block of securities for the Fund with respect to Portfolio or the Allocated Assets Trust at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of order. As such, the SubAdviser believes that Cross Transactions can provide meaningful benefits for the Portfolio and the Trust and its clients generally. UBS Global AM, the Portfolio and the Trust should be aware, however, that in a security to Cross Transaction an Affiliated BrokerDealer will be in the best interest receiving commissions from both sides of the Fund as well as other clientstrade and, the Subadvisertherefore, to the extent permitted by applicable laws there is a potentially conflicting division of loyalties and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsresponsibilities. (e) The Subadviser shall SubAdviser will maintain all books and records with respect required to the Allocated Assets of the Fund's securities transactions required by sub-paragraphs be maintained pursuant to Rule 31a1(b)(2)(ii), (b)(53), (5), (6), (7), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunderrules and regulations promulgated thereunder with respect to transactions by the SubAdviser on behalf of the Portfolio or Segment, and shall render to will furnish the Manager Board and to the Trust's Trustees UBS Global AM with such periodic and special reports as the Manager Board or UBS Global AM reasonably may request. In compliance with the Trustees may reasonably requestrequirements of Rule 31a3 under the 1940 Act, the SubAdviser hereby agrees that all records which it maintains for the Portfolio or Segment are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records that it maintains for the Portfolio or Segment and that are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Portfolio or Segment upon request by the Trust. (f) The Subadviser At such times as shall be reasonably requested by the Board or UBS Global AM, the SubAdviser will provide the Fund's Custodian on each business day Board and UBS Global AM with information relating economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the execution Board and UBS Global AM any economic, statistical and investment services that the SubAdviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the SubAdviser is responsible for assisting in the fair valuation of all portfolio transactions securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the Allocated Assets pursuant to standing instructionsprovision of a price or prices from one or more parties independent of the SubAdviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Subadviser. (a) Subject to the supervision of the Company's Board of Trustees ("Board") and Adviser, the SubAdviser will provide a continuous investment program for the Company, including investment research and management, with respect to all securities and investments and cash equivalents of the Trust and the Manager, the Subadviser shall manage the investment operations and portfolio composition of the Allocated Assets, including the purchase, retention and disposition of securities in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) Company. The Subadviser shall provide supervision of the investments of the Allocated Assets and SubAdviser will determine from time to time what securities and other investments or securities will be purchased, retained, retained or sold or lent by or for the Allocated AssetsCompany, and what portion of the Allocated Assets brokers and dealers through whom trades will be invested or held uninvested as cashexecuted. (b) The Subadviser shall use SubAdviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the SubAdviser may, in its best judgment discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Company or provide the Company, Adviser's other clients, or SubAdviser's other clients with research, analysis, advice and similar services. The SubAdviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the performance SubAdviser determining in good faith that such commission or spread is reasonable in terms either of its duties under this Agreementthe particular transaction or of the overall responsibility of the Adviser and the SubAdviser to the Company and their other clients and that the total commissions or spreads paid by the Company will be reasonable in relation to the benefits to the Company over the long term. In no instance will portfolio securities be purchased from or sold to the SubAdviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the SubAdviser simultaneously places orders to purchase or sell the same security on behalf of the Company and one or more other accounts advised by the SubAdviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. (c) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, and SubAdviser will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Subadviser shall determine the securities to be purchased or sold by the Fund with respect to the Allocated Assets and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Subadviser shall maintain all books and records with respect to the Allocated Assets securities transactions of the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunderCompany, and shall render to will furnish the Manager Board and to the Trust's Trustees Adviser with such periodic and special reports as the Manager Board or Adviser reasonably may request. In compliance with the Trustees may reasonably request. (f) The Subadviser shall provide requirements of Rule 31a3 under the Fund's Custodian on each business day with information relating 1940 Act, the SubAdviser hereby agrees that all records which it maintains for the Company are the property of the Company, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records which it maintains for the Company and which are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the execution of all portfolio transactions Company any records which it maintains for the Allocated Assets pursuant to standing instructionsCompany upon request by the Company.

Duties as Subadviser. Subject to the supervision of the Board of Trustees Directors of the Trust Company and the Manager, the Subadviser shall manage the investment operations of each Fund and portfolio the composition of the Allocated Assetsportfolio of each Fund, including the purchase, retention and disposition of securities thereof, in accordance with the investment objectives, policies and restrictions of the each Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) A. The Subadviser shall provide supervision of the each Fund's investments of the Allocated Assets and determine from time to time what investments or securities will be purchased, retained, sold or lent by or for the Allocated Assetseach Fund, and what portion of the Allocated Assets each Fund's assets will be invested or held uninvested as cash. (b) B. The Subadviser shall use its best judgment in the performance of its duties under this Agreement. (c) C. The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration Articles of TrustIncorporation, By-Laws and Prospectus (each as hereinafter defined) of the Trust Company and with the instructions and directions of the Board of Trustees Directors and the Manager, Manager and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) D. The Subadviser shall determine the securities to be purchased or sold by the each Fund with respect to the Allocated Assets and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.LLC) in conformity with the policy with respect to brokerage as set forth in the TrustCompany's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees Directors may direct from time to time. It is recognized that, in providing the a Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the FundFunds, the TrustCompany, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's Funds' investment transaction business. It is also understood that it is desirable for the each Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the each Fund with respect to the Allocated Assets with such certain brokers, subject to review by the TrustCompany's Board of Trustees Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) E. The Subadviser shall maintain all books and records with respect to the Allocated Assets of the each Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder, thereunder and shall render to the Manager and to the TrustCompany's Trustees Directors such periodic and special reports as the Manager or the Trustees Directors may reasonably request. (f) F. The Subadviser shall provide the each Fund's Custodian on each business day with information relating to the execution of all portfolio transactions for the Allocated Assets pursuant to standing instructions.

Duties as Subadviser. (a) Subject to the supervision and direction of the Trusts Board of Trustees of (the Trust Board) and review by UBS Global Americas, and any written guidelines adopted by the ManagerBoard or UBS Global Americas, the Subadviser shall manage SubAdviser will provide a continuous investment program for the investment operations and portfolio composition of the Allocated AssetsPortfolio or Segment, including the purchase, retention investment research and disposition of discretionary management with respect to all securities in accordance with the investment objectives, policies and restrictions of the Fund, as specified investments and cash equivalents in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) Portfolio or Segment. The Subadviser shall provide supervision of the investments of the Allocated Assets and SubAdviser will determine from time to time what investments or securities will be purchased, retained, retained or sold by the Portfolio or lent by or Segment. The SubAdviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsPortfolio or Segment. The Sub-Adviser understands that the 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 SubAdviser will provide services under this Agreement in accordance with the Portfolios investment objective, policies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and what portion of the Allocated Assets will be invested any amendments or held uninvested as cashsupplements thereto (Registration Statement). (b) The Subadviser shall use Sub-Adviser agrees that it will not consult with any other sub-adviser (Other Sub-Adviser) for the Trust or Portfolio concerning any transaction by the Portfolio or Segment in securities or other assets, including(i)the purchase by the Portfolio or Segment of a security issued by the Other Sub-Adviser, or an affiliate of the Other Sub-Adviser, to the Trust or Portfolio except as permitted by the 1940 Act or (ii)transactions by the Portfolio or Segment in any security for which the Other Sub-Adviser, or its best judgment in affiliate, is the performance of its duties under this Agreementprincipal underwriter. (c) The Subadviser, in Sub-Adviser agrees that it will be responsible for voting proxies of issuers of securities held by the performance of its duties and obligations under this Agreement, Portfolio or Segment. The Sub-Adviser further agrees that it will adopt written proxy voting procedures that shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, and will conform to and comply with the requirements of the 1940 Act and all the Investment Advisers Act of 1940, as amended (Advisers Act), and that shall be acceptable to the Board. The Sub-Adviser further agrees that it will provide the Board on or before August 1st of each year, or more frequently as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period ending June 30, or such other applicable federal period as the Board may designate, in a format that shall comply with the 1940 Act and state laws and regulationsthat shall be acceptable to the Board. (d) The Subadviser shall determine Sub Adviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Portfolio or Segment, the SubAdviser may, in its discretion, use brokers that provide the Sub Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio or Segment, and the Sub Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub Advisers determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub Adviser to the Portfolio or Segment and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits to the Portfolio or Segment over the long term. In no instance will portfolio securities to be purchased from or sold by to UBS Global Americas or the Fund Sub Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub Adviser may aggregate sales and purchase orders with respect to the Allocated Assets assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub Adviser or its affiliates. Whenever the Sub Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio or Segment and one or more other accounts advised by the Sub Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. UBS Global Americas recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. Subject to the Sub-Advisers obligations to seek best ..execution, UBS Global Americas agrees that the Sub-Adviser, in its sole discretion, may place orders pursuant transactions on behalf of the Portfolio or Segment and the Trust with any broker-dealer deemed to its determination with or through be an affiliate of the Sub-Adviser (the Affiliated Broker-Dealers) so long as such persons, brokers or dealers (including NYLIFE Securities Inc.) transactions are effected in conformity with the policy with respect to brokerage as requirements (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Advisers Form ADV Registration Statement on file with the Securities and Exchange Commission (Form ADV)) of Section 11(a)(1)(H) of the Securities Exchange Act of 1934. In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to UBS Global Americas, the Portfolio or the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Subadviser shall Sub Adviser will maintain all books and records with respect required to the Allocated Assets of the Fund's securities transactions required by sub-paragraphs be maintained pursuant to Rule 31a-1(b)(2)(ii), (b)(53), (5), (6), (7), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunderrules and regulations promulgated thereunder with respect to transactions by the Sub Adviser on behalf of the Portfolio or Segment, and shall render to will furnish the Manager Board and to the Trust's Trustees UBS Global Americas with such periodic and special reports as the Manager Board or UBS Global Americas reasonably may request. In compliance with the Trustees may reasonably requestrequirements of Rule 31a3 under the 1940 Act, the Sub Adviser hereby agrees that all records which it maintains for the Portfolio or Segment are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a 2 under the 1940 Act any records that it maintains for the Portfolio or Segment and that are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Portfolio or Segment upon request by the Trust. (f) The Subadviser At such times as shall be reasonably requested by the Board or UBS Global Americas, the Sub Adviser will provide the Fund's Custodian on each business day Board and UBS Global Americas with information relating economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the execution Board and UBS Global Americas any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (g) In accordance with procedures adopted by the Board, as amended from time to time, the Sub Adviser is responsible for assisting in the fair valuation of all portfolio transactions securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the Allocated Assets pursuant to standing instructionsprovision of a price or prices from one or more parties independent of the Sub Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Subadviser. Subject to the supervision of the Board of Trustees of the Trust and the Manager, the Subadviser shall manage the investment operations and portfolio composition of the Allocated Assets, including the purchase, retention and disposition of securities in accordance with the investment objectives, policies and restrictions of the Fund, as specified in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) The Subadviser shall provide supervision of the investments of the Allocated Assets and determine from time to time what investments or securities will be purchased, retained, sold or lent by or for the Allocated Assets, and what portion of the Allocated Assets will be invested or held uninvested as cash. (b) The Subadviser shall use its best judgment in the performance of its duties under this Agreement. (c) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Subadviser shall determine the securities to be purchased or sold by the Fund with respect to the Allocated Assets and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's ’s Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's ’s investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's ’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Subadviser shall maintain all books and records with respect to the Allocated Assets of the Fund's ’s securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under the 1940 Act and the Rules thereunder, and shall render to the Manager and to the Trust's ’s Trustees such periodic and special reports as the Manager or the Trustees may reasonably request. (f) The Subadviser shall provide the Fund's ’s Custodian on each business day with information relating to the execution of all portfolio transactions for the Allocated Assets pursuant to standing instructions.

Duties as Subadviser. (a) Subject to the supervision and direction of the Trusts Board of Trustees (Board) and review by Mxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Mxxxxxxx Xxxxxxxx (any such guidelines will be attached hereto as Schedule A), the SubAdviser will provide a continuous investment program for all or a designated portion of the Trust and the Manager, the Subadviser shall manage the investment operations and portfolio composition assets (Segment) of the Allocated AssetsSeries, including the purchase, retention investment research and disposition of discretionary management with respect to all securities in accordance with the investment objectives, policies and restrictions of the Fund, as specified investments and cash equivalents in the currently effective Prospectus (as hereinafter defined) and subject to the following understandings: (a) Series or Segment. The Subadviser shall provide supervision of the investments of the Allocated Assets and SubAdviser will determine from time to time what investments or securities will be purchased, retained, retained or sold by the Series or lent by or Segment. The SubAdviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Allocated AssetsSeries or Segment. The Sub Adviser has authority to review and execute all industry agreements with banks, brokers, dealers and other financial intermediaries necessary to perform its duties under this Agreement The SubAdviser understands that the Series assets need to be managed so as to permit it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (Code). The SubAdviser will provide services under this Contract in accordance with the Series investment objective, policies and restrictions as stated in the Trusts currently effective registration statement under the 1940 Act, and what portion of the Allocated Assets will be invested any amendments or held uninvested as cashsupplements thereto (Registration Statement). (b) The Subadviser shall SubAdviser agrees that, in placing orders with brokers, it will obtain the best net result in terms of price and execution; provided that, on behalf of the Series, the SubAdviser may, in its discretion, use brokers that provide the SubAdviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Series or Segment, and the SubAdviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the SubAdvisers determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the SubAdviser to the Series and its best judgment other clients and that the total commissions paid by the Series or Segment will be reasonable in relation to the performance benefits to the Series over the long term. In no instance will portfolio securities be purchased from or sold to Mxxxxxxx Xxxxxxxx or the SubAdviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The SubAdviser may aggregate sales and purchase orders with respect to the assets of the Series or Segment with similar orders being made simultaneously for other accounts advised by the SubAdviser or its duties under affiliates. Whenever the SubAdviser simultaneously places orders to purchase or sell the same security on behalf of the Series and one or more other accounts advised by the SubAdviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Mxxxxxxx Xxxxxxxx recognizes that in some cases this Agreementprocedure may adversely affect the results obtained for the Series or Segment. (c) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust, By-Laws and Prospectus (each as hereinafter defined) of the Trust and with the instructions and directions of the Board of Trustees and the Manager, and SubAdviser will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. (d) The Subadviser shall determine the securities to be purchased or sold by the Fund with respect to the Allocated Assets and will place orders pursuant to its determination with or through such persons, brokers or dealers (including NYLIFE Securities Inc.) in conformity with the policy with respect to brokerage as set forth in the Trust's Registration Statement and Prospectus (each as hereinafter defined) or as the Board of Trustees may direct from time to time. It is recognized that, in providing the Fund with investment supervision or the placing of orders for portfolio transactions, the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Fund, the Trust, the Manager nor the Subadviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with respect to the Allocated Assets with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (e) The Subadviser shall maintain all books and records with respect to the Allocated Assets of the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and any other books and records required to be maintained by it under pursuant to the 1940 Act and the Rules thereunderrules and regulations promulgated thereunder with respect to transactions by the SubAdviser on behalf of the Series or Segment, and shall render to will furnish the Manager Board and to the Trust's Trustees Mxxxxxxx Xxxxxxxx with such periodic and special reports as the Manager Board or Mxxxxxxx Xxxxxxxx reasonably may request. In compliance with the Trustees may reasonably requestrequirements of Rule 31a3 under the 1940 Act, the SubAdviser hereby agrees that all records that it maintains for the Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Series upon request by the Trust. (fd) The Subadviser At such times as shall be reasonably requested by the Board or Mxxxxxxx Xxxxxxxx, the SubAdviser will provide the Fund's Custodian on each business day Board and Mxxxxxxx Xxxxxxxx with information relating economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Series or Segment and make available to the execution Board and Mxxxxxxx Xxxxxxxx any economic, statistical and investment services that the SubAdviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the SubAdviser is responsible for assisting in the fair valuation of all portfolio transactions securities in the Series or Segment and will use its reasonable efforts to arrange for the Allocated Assets pursuant to standing instructionsprovision of a price from one or more parties independent of the SubAdviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.