Common use of REPRESENTATIONS OF SUB-ADVISER Clause in Contracts

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. The Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the AdviserTrust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges further represents that it is an “investment adviser” implemented policies and procedures to prevent it, its employees and agents from trading on the Fund with respect to the Allocated Assets within the meaning basis of the 1940 Act and the Advisers Act. E. The Subany material non-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foresidepublic information provided by UBS Global AM, the distributor for the Trust; , their affiliates or (iii) any trustee or officer of the Trustagents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify the Adviser Xxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser Xxxxxxxx Xxxxxxxx and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxx, the Sub-Adviser will comply with shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust Xxxxxxxx Xxxxxxxx with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC") and promptly will furnish a copy of all amendments to Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of the Sub-Adviser, including any change of its annual amendment to general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series or senior management of the Sub-Adviser. , in each case prior to, or promptly after, such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideSeries, the distributor for Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer prior express written consent of the TrustXxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: : (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a9 (a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Investment Adviser and the Trust Fund with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply together with the reporting requirements evidence of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithadoption. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Investment Adviser and the Trust Fund with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of its annual such amendment to the Investment Adviser. The Sub-Investment Adviser represents, warrants, and agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with as follows: (i) is registered as an investment adviser under the Advisers Act. The SubAct and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Sub- Adviser acknowledges of the occurrence of any event that it is would disqualify the Investment Adviser from serving as an “investment adviser” adviser of an investment company pursuant to the Fund with respect to the Allocated Assets within the meaning Section 9 (a) of the 1940 Act and the Advisers Actor otherwise. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made to the Sub-Adviser by Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission (“SEC”) and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it nor any of its registration on Form ADV affiliates will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser acknowledges hereby represents that it is an “investment adviser” to has implemented policies and procedures that will prevent the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor disclosure by it, its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; employees or (iii) any trustee or officer its agents of the Trust’s portfolio holdings to any person or entity other than the UBS Global Americas, the Trust’s custodian, or other persons expressly designated by UBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the AdviserTrust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser agrees further represents that it implemented policies and procedures to maintain prevent it, its employees and agents from trading on the completeness and accuracy basis of its registration on Form ADV in accordance with any material non-public information provided by UBS Global AM, the Advisers Act. The Trust, their affiliates or agents. (g) the Sub-Adviser acknowledges that hereby represents, warrants and agrees that: (1) it is an registered with the Commodity Futures Trading Commission (the “investment adviser” CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the Fund extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Allocated Assets within Portfolio under the meaning CEA and the rules of the 1940 Act CFTC and the Advisers ActNFA. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the AdviserTrust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. The Sub-Adviser agrees further represents that it implemented policies and procedures to maintain prevent it, its employees and agents from trading on the completeness and accuracy basis of its registration on Form ADV in accordance with any material non-public information provided by UBS Global AM, the Advisers Act. The Trust, their affiliates or agents. (g) the Sub-Adviser acknowledges that hereby represents, warrants and agrees that: (1) it is an registered with the Commodity Futures Trading Commission (the “investment adviser” CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the Fund extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Allocated Assets within Portfolio under the meaning CEA and the rules of the 1940 Act CFTC and the Advisers ActNFA. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of its annual amendment all amendments to the Adviser. UBS Global Americas at least annually. (d) The Sub-Adviser agrees to maintain will notify UBS Global Americas of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the Sub-Adviser acknowledges agree that it is an “investment adviser” neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the Fund with respect to the Allocated Assets within the meaning express written consent of the 1940 Act other, which consent will be promptly provided and the Advisers Actnot unreasonably withheld. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: : (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act Act, as amended, and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basis, the The Sub-Adviser will comply provide to the Trust any certifications that may be necessary pursuant to Rule 17j-1 in connection with the reporting requirements Board's approval of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s 's Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithEthics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of its annual such amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics (the “Sub-Adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide provided the Adviser and the Trust with a copy of such code the Sub-Adviser Code, together with evidence of ethicsits adoption. The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-Adviser Code. On at least an annual a quarterly basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include either: (i) certifying certify to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Adviser Code of Ethics with respect to the Allocated Assets and Fund, or (ii) identifying identify any material violations of the Sub-Adviser Code which have occurred with respect to the Allocated AssetsFund. In addition, the event Sub-Adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-Adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-Adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser has identified adopted procedures reasonably necessary to the Adviser a material violation that has occurred with respect to the Allocated Assets, prevent Access Persons from violating the Sub-Adviser agrees to promptly provide to Code. (c) The Sub-Adviser has provided the Adviser, and the Adviser such acknowledges having received, a description or copy of the Sub-Adviser’s policies and procedures for voting proxies relating to client securities and information as concerning how they can obtain information concerning how the Sub-Adviser has voted proxies relating to securities held by the Fund. The Sub-Adviser shall promptly, but in any event within five business days, inform the Adviser may reasonably request in connection therewithof any material changes to such policies and procedures. C. (d) The Sub-Adviser has adopted and implemented written policies and procedures, as required by procedures pursuant to Rule 206(4)-7 under the Advisers ActAct (copies of which have been provided to the Adviser, receipt of which is hereby acknowledged by the Adviser, and which are subject to review and approval by the Adviser and the Board) reasonably designed to prevent violations of the Advisers Act violation, by the Sub-AdviserAdviser and its supervised persons, its employeesat all times of all applicable provisions of the Advisers Act, officers and agentsany rules and regulations adopted thereunder. Upon reasonable request, The Sub-Adviser shall provide promptly, but in any event within five business days, notify the Adviser with access to of any changes in the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (e) The Sub-Adviser has provided shall be responsible for ensuring that the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed Portfolio: (i) complies with the SEC diversification requirements of Section 817(h) of the Code and hereafter will furnish regulations issued thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (ii) continuously qualifies as a copy regulated investment company under Sub-Chapter M of its annual amendment to the Adviser. Code. (f) The Sub-Adviser agrees to maintain the completeness shall be responsible for ensuring compliance, by itself and accuracy of its registration on Form ADV in accordance supervised persons, with the Advisers Act. The provisions of the Registration Statement and the Articles and Bylaws of the Fund. (g) In order that the Board and the Fund’s chief compliance officer may fulfill their obligations under Rule 38a-1 under the 1940 Act (and in addition to, and without limiting, its duties and obligations under other provisions of this Agreement), the Sub-Adviser acknowledges agrees that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the policies and procedures established by the Sub-Adviser for managing the Portfolio, including, but not limited to all policies and procedures designed to ensure compliance with applicable federal and state laws and regulations governing the Sub-Adviser/client relationship and management and operation of the Portfolio, shall be made available for inspection by the Adviser and its authorized representatives, including the Fund’s and the Adviser’s chief compliance officers, not less frequently than annually; (ii) Foresidethe Fund’s chief compliance officer, and her (or his) agents and representatives, shall have reasonable access to the distributor for Sub-Adviser’s directors, officers, and employees, and reasonable access to the TrustSub-Adviser’s offices and facilities; or and (iii) any trustee or officer of it will complete and promptly return to the TrustFund an annual due diligence questionnaire provided by the Fund.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser Xxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser Xxxxxxxx Xxxxxxxx and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxx, the Sub-Adviser will comply with shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust Xxxxxxxx Xxxxxxxx with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustXxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operations, duties and responsibilities as set forth therein (the “a Fund. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(d)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS AM, the Sub-Adviser will comply with shall permit UBS AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of all amendments to UBS AM at least annually. (d) The Sub-Adviser will notify UBS AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the AdviserTrust, the Portfolio, UBS AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS AM, the Trust’s custodian, or other persons expressly designated by UBS AM. The Sub-Adviser further represents that it implemented policies and procedures to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees to maintain that: (1) it is registered with the completeness Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and accuracy is a member of the National Futures Association (the “NFA”) if required in light of the nature of its registration on Form ADV activities, and will continue to be so registered, if required, for so long as this Agreement remains in accordance effect; (2) it will comply with the Advisers Act. Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information reasonably required by UBS AM to fulfill any disclosure and reporting obligations of UBS AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA. (h) The Sub-Adviser acknowledges hereby represents and warrants that it is an has (i) a sanctions policy in place and communicated to all employees and (ii) adequate sanctions compliance controls reasonably designed to ensure compliance with US, UN, EU and Swiss sanctions laws and regulations and local applicable sanctions laws (the “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. Sanctions Laws”) The Sub-Adviser confirms further represents and warrants that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; it will not undertake investments or engage in activity that involves either directly or indirectly countries, regimes, jurisdictions or sanctioned parties (individuals / entities) subject to any Sanctions Laws and (ii) Foreside, will not invest in securities / issuers mentioned on the distributor for “Sanctions Securities List (SSSL)” and the Trust; or list of “Companies Verifiably Involved in Controversial Weapons (iii) any trustee or officer of the TrustEthix List)” provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees covenants as follows: A. The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by its obligations under this Agreement; (iii) to the best of its knowledge, has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by its obligations under this Agreement; (iv) has the power and authority to enter into and perform the services contemplated by its obligations under this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser Adviser, and any affiliate providing investment advisory services in connection with this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with a certification of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer (“CCO”) of the Sub-Adviser will comply with (or the reporting requirements CCO’s delegate) and of Rule 17j-1, which may include (i) certifying any such affiliate shall certify to the Adviser and the Trust that the Sub-Adviser and its Access Persons any such affiliate have complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code or any such affiliate’s code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon written request of the Allocated AssetsAdviser, the Sub-Adviser agrees to promptly shall provide information to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by regarding the Sub-Adviser, its employees, officers ’s policies and agentsprocedures relating to the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and shall make representatives of the Sub-Adviser available to representatives of the Adviser to discuss Sub-Adviser’s process for receiving such reports. Upon reasonable request, The Sub-Adviser shall provide respond to reasonable requests for information in writing from the Adviser as to such reports (e.g., summaries of such reports and records with access personal information identified information redacted), subject in all cases to privacy and confidentiality obligations and to the records relating to such policies and procedures as they relate to the Allocated Assets. extent Sub-Adviser is not prohibited from doing so under applicable law. C. The Sub-Adviser will also providepromptly notify the Adviser and the Trust if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at the reasonable request law or in equity, before or by any court, public board or body, involving its management of the AdviserPortfolio(s) or the Trust; provided, periodic certificationshowever, in a form reasonably acceptable that routine regulatory examinations not involving the Portfolio(s) or the Trust shall not be required to the Adviser, attesting to such written policies and proceduresbe reported by this provision. D. The Sub-Adviser has provided the Adviser and the Trust Board with a copy (and Adviser hereby acknowledges receipt thereof on behalf of its registration under itself and on behalf of the Advisers Act on Trust Board) of the Sub-Adviser’s current brochure and brochure supplement(s), which as of the date of this Agreement are Parts 2A and the relevant Parts 2B of Sub-Adviser’s Form ADV (in the case of Part 2A, as most recently filed with the SEC SEC), and hereafter promptly will furnish a copy of its annual amendment all amendments to the AdviserAdviser and the Trust Board as required by applicable law, and Adviser hereby consents to electronic delivery thereof. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV Such amendments shall conform in accordance all material respects with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning requirements of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms will notify the Adviser and the Trust Board of any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or any material changes to senior management of the Sub-Adviser, in each case prior to or promptly after such change, but in no event sooner than Sub-Adviser notifies its other clients of such changes. For purposes of the foregoing, “senior management” shall mean the Sub-Adviser’s Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Financial Officer, General Counsel, Chief Technology Officer, Chief Enterprise-Risk Officer and Chief Information Security Officer of the Sub-Adviser. F. The Sub-Adviser agrees to maintain a commercially reasonable level of errors and omissions or professional liability insurance coverage. G. The Sub-Adviser agrees that neither it it, nor any of its general partner is an affiliated person as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 Act of: (i) Portfolio(s), the Trust or the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser; (ii) Foreside, except as required by applicable law, rule, regulation or the order of any court, arbitration panel, regulatory or similar governmental authority having jurisdiction over the Sub-Adviser. However, the distributor for Sub-Adviser may use the Trust; or (iii) any trustee or officer performance of the TrustPortfolio(s) in its composite performance. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the Sub-Adviser or its affiliates from using the names of the Portfolio(s), the Trust or the Adviser in any response to a request for information/proposal, and the Sub-Adviser and its affiliates are expressly authorized to include the names of the Portfolio(s), the Trust and the Adviser on a representative client list. H. Although the Sub-Adviser is registered as a commodity trading advisor (“CTA”) under the CEA, the Sub-Adviser is providing commodity interest trading advice to the Adviser with respect to each of the Portfolio(s) as if the Sub-Adviser were exempt from CTA registration in reliance on an exemption under the CEA or the regulations promulgated thereunder. I. The Sub-Adviser agrees to promptly notify the Adviser if any of the above representations, warranties and covenants ceases to be true.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS Global Americas at least annually. (d) The Sub-Adviser shall provide notice to UBS Global Americas within a reasonable time after being informed or learning of the death or withdrawal of any if its annual amendment partners, upon the admission of any new partners or upon any other change in its membership. (e) The Sub-Adviser will notify UBS Global Americas of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (f) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustUBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission (“SEC”), and promptly will furnish a copy of its annual amendment all amendments to UBS Global Americas at least annually. In addition, the Adviser. Sub-Adviser has provided UBS Global Americas with certain disclosures required by the U.K. Financial Services Authority. (d) The Sub-Adviser agrees to maintain will notify UBS Global Americas of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the Sub-Adviser acknowledges agree that it is an “investment adviser” neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the Fund with respect to the Allocated Assets within the meaning express written consent of the 1940 Act other, which consent will be promptly provided and the Advisers Actnot unreasonably withheld. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, third party proxy voting vendors or other vendors engaged by the Sub-Adviser in order to furnish services to the AdviserFund or other persons expressly designated by UBS Global AM. The Sub-Adviser agrees further represents that it implemented policies and procedures to maintain prevent it, its employees and agents from trading on the completeness and accuracy basis of its registration on Form ADV in accordance with any material non-public information provided by UBS Global AM, the Advisers Act. Trust, their affiliates or agents. (g) The Sub-Adviser acknowledges that hereby represents, warrants and agrees that: (1) it is an will register with the Commodity Futures Trading Commission (the “investment adviser” CFTC”) as a commodity trading advisor and become a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the Fund extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Allocated Assets within Portfolio under the meaning CEA and the rules of the 1940 Act CFTC and the Advisers ActNFA. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made to the Sub-Adviser by Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC") and promptly will furnish a copy of all amendments to UBS Global Americas at least annually. (d) The Sub-Adviser will notify UBS Global Americas of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor any of its general partner is an affiliated person as defined affiliates will in any way refer directly or indirectly to its relationship with the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustUBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effectAct; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and ethics. (iic) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the The Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations will notify UBS Global Americas of the Advisers Act by any change of control of the Sub-Adviser, including any change of its employeesgeneral partners or 25% shareholders or 25% limited partners, officers as applicable, and agents. Upon reasonable request, any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable each case prior to the Adviser, attesting to or promptly after such written policies and procedureschange. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. (d) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustUBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide provided the Adviser and the Trust Fund with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser adviser Code, together with evidence of its adoption. The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-adviser Code. On a quarterly basis, Sub-adviser will comply with the reporting requirements of Rule 17j-1, which may include either: (i) certifying certify to the Adviser that the Sub-Adviser adviser and its Access Persons have complied with the Sub-Adviser’s adviser Code of Ethics with respect to the Allocated Assets and Portfolio, or (ii) identifying identify any material violations of the Sub-adviser Code which have occurred with respect to the Allocated AssetsPortfolio. In addition, Sub-adviser will furnish at least annually to Adviser and the event Board a written report that (a) describes any issues arising under the Sub-Adviser has identified adviser Code since the last report to the Adviser a Board, including, but not limited to, information about material violation that has occurred violations of the Sub-adviser Code with respect to the Allocated Assets, Portfolio and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser agrees adviser has adopted procedures reasonably necessary to promptly provide to prevent Access Persons from violating the Adviser such information as the Adviser may reasonably request in connection therewithSub-adviser Code. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser adviser has provided the Adviser and the Trust Fund with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and hereafter will will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of its annual such amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(d)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, represents and agrees as follows: A. The warrants that it is registered with the Securities and Exchange Commission under the Advisers Act. Sub-Adviser: (i) is Adviser agrees that it shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser adviser. Sub-Adviser further represents and warrants that it: (a) is duly organized and validly existing under the Advisers Act laws of the state of its organization with the power to own and will continue to be so registered for so long possess its assets and carry on its business as this Agreement remains in effectit is now being conducted; (iib) has the authority to enter into and perform the services contemplated by this Agreement; (c) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiid) has met, and will continue to seek to meet for so long as the duration of this Agreement remains in effectAgreement, any other applicable federal or state requirements, or and the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the its services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by under this Agreement; and (ve) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser it from serving as an investment adviser of to an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseAct. The In addition, Sub-Adviser represents that it has provided Adviser with copies of each of the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include following documents: (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics 's Form ADV as filed with respect to the Allocated Assets Securities Exchange Commission; and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the separate lists of persons who Sub-Adviser has identified wishes to have authorized to give written and/oral instructions to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations custodians of the Advisers Act by Fund's assets for the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated AssetsFund. Sub-Adviser will also providefurnish Adviser from time to time with copies, at the reasonable request properly certified or otherwise authenticated, of the Adviser, periodic certifications, in a form reasonably acceptable all material amendments of or supplements to the Adviserforegoing, attesting if any. Such amendments or supplements as to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: items (i) the Adviser; through (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer will be provided within 10 days of the Trusttime such materials became available to Sub-Adviser.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 204A-1 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of the Sub-adviser Code, together with evidence of its registration adoption. The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the Sub-adviser Code with respect to the Fund, or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Advisers Act on Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. Sub-adviser has provided Adviser and the Trust with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and hereafter will will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of its annual such amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: adviser (i) is registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of the Sub-adviser Code, together with evidence of its registration adoption. The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the Sub-adviser Code with respect to the Fund, or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Advisers Act on Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. Sub-adviser has provided Adviser and the Trust, and Adviser and the Trust acknowledge having received, a copy of Sub-adviser’s Form ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and hereafter will Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of its annual such amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust. D. Sub-adviser has provided Adviser and the Trust, and Adviser and the Trust acknowledge having received, a description or copy of Sub-adviser’s policies and procedures for voting proxies relating to client securities and information concerning how they can obtain information concerning how Sub-adviser has voted proxies relating to securities held by the Fund.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made to the Sub-Adviser by Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission (“SEC”) and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it nor any of its registration on Form ADV affiliates will in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. Notwithstanding the foregoing, the Sub-Adviser may include the Portfolio’s performance in calculating its composites, provided that Sub-Adviser may not separately disclose the Funds performance (or the performance of Sub-Adviser’s segment of the Fund) in connection therewith. (f) The Sub-Adviser acknowledges hereby represents that it is an “investment adviser” has implemented policies and procedures that are reasonably designed to prevent the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor disclosure by it, its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; employees or (iii) any trustee or officer its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if it becomes known to the Sub-Adviser that any material Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust Company with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust Company with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund Company with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser Xxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser Xxxxxxxx Xxxxxxxx and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxx, the Sub-Adviser will comply with shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust Xxxxxxxx Xxxxxxxx with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser shall provide notice to Xxxxxxxx Xxxxxxxx within a reasonable time after being informed or learning of the death or withdrawal of any if its annual amendment partners, upon the admission of any new partners or upon any other change in its membership. (e) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (f) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustXxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is not an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC") and promptly will furnish a copy of its annual amendment all amendments to the Adviser. UBS Global Americas at least annually. (d) The Sub-Adviser agrees to maintain will notify UBS Global Americas of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser acknowledges that it is an “investment adviser” Adviser, in each case prior to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actor promptly after such change. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser Xxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser Xxxxxxxx Xxxxxxxx and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxx, the Sub-Adviser will comply with shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents or the reporting requirements of Rule 17j-1, which may include (i) certifying appropriate regulatory authority to examine the Adviser that reports required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust Xxxxxxxx Xxxxxxxx with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC") and promptly will furnish a copy of its annual amendment all amendments to the Adviser. Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser agrees to maintain will notify Xxxxxxxx Xxxxxxxx of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser acknowledges that it is an “investment adviser” Adviser, in each case prior to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actor promptly after such change. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has adopted procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating the Sub-Adviser’s code of ethics and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission (“SEC”), and promptly will furnish a copy of its annual amendment all amendments to the Adviser. UBS Global AM at least annually. (d) The Sub-Adviser agrees to maintain will notify UBS Global AM of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser acknowledges that it is an “investment adviser” Adviser, in each case prior to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actor promptly after such change. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the President or Chief Operating Officer of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary described in this section. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by law, rule, regulation or upon the request of a governmental or regulatory authority and, to the extent legally permissible, only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees to promptly shall provide notice to the Adviser such information as the Adviser may reasonably request in connection therewithof material Code of Ethics violations and corresponding disclosures. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made to the Sub-Adviser by Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission (“SEC”) and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify UBS Global AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it nor any of its registration on Form ADV affiliates will in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. Notwithstanding the foregoing, the Sub-Adviser may include the Portfolio’s performance in calculating its composites, provided that Sub-Adviser may not separately disclose the Funds performance (or the performance of Sub-Adviser’s segment of the Fund) in connection therewith. (f) The Sub-Adviser acknowledges hereby represents that it is an has implemented policies and procedures that are reasonably designed to prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS Global AM, the Trust’s custodian, or other persons expressly designated by UBS Global AM. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it will register with the Commodity Futures Trading Commission (the “investment adviser” CFTC”) as a commodity trading advisor and will become a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the Fund extent applicable; and (3) it will provide all information reasonably required by UBS Global AM to fulfill any disclosure and reporting obligations of UBS Global AM with respect to the Allocated Assets within Portfolio under the meaning CEA and the rules of the 1940 Act CFTC and the Advisers ActNFA. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any material amendments thereto. As requested, the president, Chief Compliance Officer (or his or her designee) or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetsreasonable written request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures 17j-1(d)(1) as they relate to the Allocated Assets. Sub-Adviser will also provideFunds, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable it being understood that such reports may be redacted to remove information that does not relate to the Adviser, attesting to such written policies and proceduresFund. D. The Sub-Adviser has provided the Adviser Trust and the Trust Adviser with a copy of its registration under the Advisers Act on Form ADV Part 2A, which as of the date of this Agreement is its Form ADV Part 2A as most recently filed with the SEC SEC, and hereafter relevant Form ADV Parts 2B, and Adviser hereby acknowledges receipt thereof on behalf of itself and on behalf of the Trust. The Sub-Adviser promptly will furnish a copy of its all amendments and annual amendment updates to the AdviserAdviser as required by applicable law, and Adviser hereby consents to electronic delivery thereof. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV Such amendments shall conform in accordance all material respects with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning requirements of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms will promptly notify the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. For purposes of the foregoing, “senior management” shall mean the Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Financial Officer, and General Counsel of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, associated with any proxy statement, information statement, and/or other disclosure documents that are necessary to permit the Sub-Adviser to continue to provide sub-advisory services to the Fund arising out of an assignment or change in control. F. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser notification of any material changes to or cancellation of such coverage. The Sub-Adviser will maintain its insurance coverage at least at the amounts considered commercially reasonable and appropriate under current industry practices. G. The Sub-Adviser agrees that neither it it, nor any of its general partner affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Adviser hereby consents to the Sub-Adviser referencing the Adviser or the Funds on a representative client list, incorporating the performance of each Fund in its composite performance. H. The Sub-Adviser will not file class action claim forms for or on behalf of the Trust or any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree in writing that the Sub-Adviser may take such actions. I. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is an affiliated person as defined not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. J. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the 1940 Act ofevent that the Sub-Adviser or any of its affiliates: (i1) becomes aware that it is subject to a statutory disqualification that prevents the Adviser; (ii) Foreside, the distributor for the TrustSub-Adviser from serving as an investment adviser pursuant to this Agreement; or (iii2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Trust and the Adviser promptly of any trustee material fact known to the Sub-Adviser respecting or officer of relating to the TrustSub-Adviser that would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: : (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a9 (a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Investment Adviser and the Trust Fund with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply together with the reporting requirements evidence of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithadoption. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Investment Adviser and the Trust Fund with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will will, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of its annual such amendment to the Investment Adviser. The Sub-Investment Adviser represents, warrants, and agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with as follows: (i) is registered as an investment adviser under the Advisers Act. The SubAct and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Sub- Adviser acknowledges of the occurrence of any event that it is would disqualify the Investment Adviser from serving as an “investment adviser” adviser of an investment company pursuant to the Fund with respect to the Allocated Assets within the meaning Section 9 (a) of the 1940 Act and the Advisers Actor otherwise. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of the Sub-adviser Code, together with evidence of its registration adoption. The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the Sub-adviser Code with respect to the Fund, or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Advisers Act on Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. Sub-adviser has provided Adviser and the Trust with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, its most recent Part 2 of Form ADV, and hereafter will will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of its annual such amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide provided the Adviser and the Trust Fund with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser adviser Code, together with evidence of its adoption. The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-adviser Code. On a quarterly basis, Sub-adviser will comply with the reporting requirements of Rule 17j-1, which may include either: (i) certifying certify to the Adviser that the Sub-Adviser adviser and its Access Persons have complied with the Sub-Adviser’s adviser Code of Ethics with respect to the Allocated Assets and Portfolio, or (ii) identifying identify any material violations of the Sub-adviser Code which have occurred with respect to the Allocated AssetsPortfolio. In addition, Sub-adviser will furnish at least annually to Adviser and the event Board a written report that (a) describes any issues arising under the Sub-Adviser has identified adviser Code since the last report to the Adviser a Board, including, but not limited to, information about material violation that has occurred violations of the Sub-adviser Code with respect to the Allocated Assets, Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser agrees adviser has adopted procedures reasonably necessary to promptly provide to prevent Access Persons from violating the Adviser such information as the Adviser may reasonably request in connection therewithSub-adviser Code. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser adviser has provided the Adviser and the Trust with Fund, and Adviser and the Fund acknowledge having received, a copy of its registration under the Advisers Act on Sub-adviser’s Form ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and hereafter will Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of its annual such amendment to Adviser and the Adviser. The Fund. D. Sub-adviser has provided Adviser agrees to maintain and the completeness Fund, and accuracy Adviser and the Fund acknowledge having received, a description or copy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” ’s policies and procedures for voting proxies relating to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act client securities and the Advisers Act. E. The information concerning how they can obtain information concerning how Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in adviser has voted proxies relating to securities held by the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the TrustPortfolio.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operations, duties and responsibilities as set forth therein (the “a Fund. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(d)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser with copies of any material amendments thereto. As requested, the Chief Operating Officer or Chief Compliance Officer of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithviolation. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. E. The Sub-Adviser has provided the Adviser Trust and the Trust Adviser with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of its all amendments and annual amendment updates to the Adviser. F. The Sub-Adviser will promptly notify the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to maintain bear all reasonable expenses of the completeness and accuracy Trust, if any, arising out of an assignment or change in control. G. The Sub-Adviser agrees that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. H. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. I. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior portfolio managers providing services to the Fund to the extent such senior portfolio managers are not replaced promptly with professionals of comparable experience and quality. J. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is the subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; of (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actforegoing matters, materially inaccurate or incomplete or if any such written information becomes untrue in any material respect. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the AdviserSub-Adviser and any proposed changes in the key personnel who are the portfolio manager(s) of a Fund. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. Other than with respect to information already in the public domain, the Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the its services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, contains and represents and warrants that, with respect to the disclosure therein about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus and SAI contain, as of the date hereof, no untrue statement of any material misstatement of fact and does do not omit any statement of a material fact necessary to make the statements contained therein not misleading. The Sub-Adviser further agrees will promptly review any amendment from time to inform time to such Prospectus and SAI provided to it by the Adviser and or the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true , and correct, contains a material misstatement will notify them of fact or omits any untrue statement of any material fact therein, and any statement of a material fact therein necessary to make the statements contained therein not misleading, with respect to the disclosure therein about the Sub-Adviser or information relating to the Sub-Adviser. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser's code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to control of the Sub-Adviser, attesting to such written policies and procedures. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in written offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a "material adverse change" shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent (i) such professionals provide services to a Fund, and (ii) are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Trust with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actforegoing matters, materially inaccurate or incomplete or if any such written information becomes untrue in any material respect. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of its annual amendment all amendments to the Adviser. UBS Global AM at least annually. (d) The Sub-Adviser agrees to maintain will notify UBS Global AM of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser acknowledges that it is an “investment adviser” Adviser, in each case prior to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actor promptly after such change. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) ), to the best of its knowledge, any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (1) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (2) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Advisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of UBS Global AM, the Sub-Adviser will comply shall permit UBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1. (3) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the reporting requirements Securities and Exchange Commission (SEC), and promptly will furnish a copy of Rule 17j-1all amendments to UBS Global AM at least annually. UBS Global AM understands that the Sub-Adviser is part of a worldwide, which may include (i) certifying to the Adviser that full-service investment banking, broker-dealer, asset management organization, and as such, the Sub-Adviser and its Access Persons affiliates and their managing directors, directors, officers and employees have complied with multiple interests as more fully disclosed in the Sub-Adviser’s Code of Ethics with respect Advisers Form ADV Part II as may be amended from time to the Allocated Assets and time. (ii4) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the The Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations will notify UBS Global AM of the Advisers Act by any change of control of the Sub-Adviser, including any change of its employeesgeneral partners or 25% shareholders or 25% limited partners, officers as applicable, and agents. Upon reasonable request, any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable each case prior to the Adviser, attesting to or promptly after such written policies and procedureschange. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser is organized as a limited partnership and will notify the Adviser of any change in the general partner, within a reasonable time after such change. C. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. D. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. E. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. F. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. G. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. H. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. I. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. J. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. K. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. L. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Adviser UBS AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS AM, the Sub-Adviser will comply with shall permit UBS AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1(c)(1) and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of all amendments to UBS AM at least annually. (d) The Sub-Adviser will notify UBS AM of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to or as soon after such change as possible. (e) The Sub-Adviser agrees that neither it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the AdviserTrust, the Portfolio, UBS AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trust’s portfolio holdings to any person or entity other than UBS AM, the Trust’s custodian, or other persons expressly designated by UBS AM. The Sub-Adviser agrees further represents that it implemented policies and procedures to maintain prevent it, its employees and agents from trading on the completeness and accuracy basis of its registration on Form ADV in accordance with any material non-public information provided by UBS AM, the Advisers Act. The Trust, their affiliates or agents. (g) the Sub-Adviser acknowledges that hereby represents, warrants and agrees that: (1) it is an registered with the Commodity Futures Trading Commission (the “investment adviser” CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if required in light of the nature of its activities, and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the Fund extent applicable; and (3) it will provide all information reasonably required by UBS AM to fulfill any disclosure and reporting obligations of UBS AM with respect to the Allocated Assets within Portfolio under the meaning CEA and the rules of the 1940 Act CFTC and the Advisers ActNFA. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser Xxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser Xxxxxxxx Xxxxxxxx and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice president or the general counsel of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxx, the Sub-Adviser will comply with shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust Xxxxxxxx Xxxxxxxx with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC SEC, and hereafter promptly will furnish a copy of its annual amendment all amendments to the Adviser. Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser agrees to maintain will notify Xxxxxxxx Xxxxxxxx of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser acknowledges that it is an “investment adviser” Adviser, in each case prior to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actor promptly after such change. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. (a) The Sub-Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics (the “Sub-Adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide provided the Adviser and the Trust with a copy of such code the Sub-Adviser Code, together with evidence of ethicsits adoption. The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-Adviser Code. On at least an annual a quarterly basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include either: (i) certifying certify to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Adviser Code of Ethics with respect to the Allocated Assets and Fund, or (ii) identifying identify any material violations of the Sub-Adviser Code which have occurred with respect to the Allocated AssetsFund. In addition, the event Sub-Adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Sub-Adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-Adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser has identified adopted procedures reasonably necessary to the Adviser a material violation that has occurred with respect to the Allocated Assets, prevent Access Persons from violating the Sub-Adviser agrees to promptly provide to Code. (c) The Sub-Adviser has provided the Adviser, and the Adviser such acknowledges having received, a description or copy of the Sub-Adviser’s policies and procedures for voting proxies relating to client securities and information as concerning how they can obtain information concerning how the Sub-Adviser has voted proxies relating to securities held by the Fund. The Sub-Adviser shall promptly, but in any event within five business days, inform the Adviser may reasonably request in connection therewithof any material changes to such policies and procedures. C. (d) The Sub-Adviser has adopted and implemented written policies and procedures, as required by procedures pursuant to Rule 206(4)-7 under the Advisers ActAct (copies of which have been provided to the Adviser, receipt of which are is hereby acknowledged by the Adviser) reasonably designed to prevent violations of the Advisers Act violation, by the Sub-AdviserAdviser and its supervised persons, its employeesat all times of all applicable provisions of the Advisers Act, officers and agentsany rules and regulations adopted thereunder. Upon reasonable request, The Sub-Adviser shall provide promptly, but in any event within five business days, notify the Adviser with access to of any material changes in the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (e) The Sub-Adviser has provided shall be responsible for ensuring that the Portfolio: (i) complies with the diversification requirements of Section 817(h) of the Code and regulations issued thereunder as these apply to separate accounts through which variable life insurance contracts and variable annuity contracts are issued, and (ii) continuously qualifies as a regulated investment company under Sub-Chapter M of the Code. (f) The Sub-Adviser shall be responsible for ensuring compliance, by itself and its supervised persons, with the provisions of the Registration Statement and the Articles and Bylaws of the Fund. (g) In order that the Board and the Fund’s chief compliance officer may fulfill their obligations under Rule 38a-1 under the 1940 Act (and in addition to, and without limiting, its duties and obligations under other provisions of this Agreement), the Sub-Adviser agrees that (i) the policies and procedures established by the Sub-Adviser for managing the Portfolio, including, but not limited to all policies and procedures designed to ensure compliance with applicable federal and state laws and regulations governing the Sub-Adviser/client relationship and management and operation of the Portfolio, shall be made available for inspection by the Adviser and its authorized representatives, including the Trust with a copy Fund’s and the Adviser’s chief compliance officers, not less frequently than annually; (ii) the Fund’s chief compliance officer, and her (or his) agents and representatives, shall have reasonable access to the Sub-Adviser’s directors, officers, and employees, and reasonable access to the Sub-Adviser’s offices and facilities; and (iii) it will complete and promptly return to the Fund quarterly and annual due diligence questionnaires provided by the Fund. (h) The Sub-Adviser will notify the Fund and the Adviser of any change of control of the Sub-Adviser, including any change of its registration under general partners, controlling persons or 25% shareholders, as applicable, and any changes in the Advisers Act on Form ADV as most recently filed with key personnel who are either the SEC and hereafter will furnish a copy portfolio manager(s) of its annual amendment the Portfolio or to the Executive Board of the Sub-Adviser, in each case prior to such change if possible but in any event not later than promptly after such change. The Sub-Adviser agrees to maintain bear all reasonable expenses of the completeness Fund and accuracy Adviser, if any, arising out of its registration on Form ADV in accordance with the Advisers Act. such change. (i) The Sub-Adviser acknowledges that it is agrees to maintain an “investment adviser” appropriate level of errors and omissions or professional liability insurance coverage equal to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actnot less than $5,000,000. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS Global Americas at least annually. (d) The Sub-Adviser will notify UBS Global Americas of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio; UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustUBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in material compliance and shall at all times continue to comply in all material respects with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time and as provided to Sub-Adviser by the Adviser or the Trust, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus and SAI contain, as of the date hereof, no untrue statement of any material misstatement of fact and does do not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it and has not already done so, will provide provided the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any material amendments thereto. As requested, the president, Chief Compliance Officer (or his or her designee) or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetsreasonable written request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed 17j-1(d)(1) and all other records relevant to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures ’s code of ethics as they relate to the Allocated AssetsFunds, it being understood that such reports may be redacted to remove information that does not relate to the Funds. E. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, Part 2A, which as of the date of this Agreement is its Form ADV, Part 2A as most recently filed with the SEC, and relevant Form ADV Parts 2B, and Adviser hereby acknowledges receipt thereof on behalf of itself and on behalf of the Trust. The Sub-Adviser promptly will furnish a copy of all amendments and annual updates to the Adviser as required by applicable law, and Adviser and Trust hereby consent to the electronic delivery thereof. Such amendments shall conform in all material respects to the requirements of the Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the AdviserSub-Adviser in advance of such assignment or change in control, periodic certifications, in a form reasonably acceptable to the extent reasonably practicable to do so, and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. For purposes of the foregoing, attesting “senior management” shall mean the Chief Executive Officer, Chief Investment Officer, Chief Compliance Officer, Chief Operating Officer, and General Counsel of the Sub-Adviser. The Sub-Adviser agrees to such written policies bear all reasonable expenses of the Trust, if any, associated with any proxy statement, information statement, and/or other disclosure documents that are necessary to permit the Sub-Adviser to continue to provide sub-advisory services to the Fund and proceduresare arising out of an assignment or change in control. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed Adviser with the SEC and hereafter will furnish a copy notification of its annual amendment any materially adverse changes to the Adviseror cancellation of such coverage. The Sub-Adviser will maintain its insurance coverage at least at the amounts considered commercially reasonable and appropriate under current industry practice for an investment adviser of the size and with the business model of the Sub-Adviser, as such may change from time to time. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the name of the Adviser in a representative client list of the Sub-Adviser, as well as the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms for or on behalf of any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree in writing that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent that the loss of such professionals materially impairs the Sub-Adviser’s ability to provide services of comparable quality and such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority concerning the investment team that manages a Fund or that directly relates to or otherwise materially and adversely affects a Fund or the Sub-Adviser’s ability to manage the Fund. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser promptly of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser Xxxxxxx Advisors of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser Xxxxxxx Advisors and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to Xxxxxxx Advisors that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxx Advisors, the Sub-Adviser will comply with shall permit Xxxxxxx Advisors, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust Xxxxxxx Advisors with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Xxxxxxx Advisors at least annually. (d) The Sub-Adviser will notify Xxxxxxx Advisors of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, Xxxxxxx Advisors or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustXxxxxxx Advisors.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment (as defined in the Investment Company Act) of this Agreement and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of the Sub-adviser Code, together with evidence of its registration adoption. The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-adviser Code. On a quarterly basis, Sub-adviser will either: (i) certify to Adviser that Sub-adviser and its Access Persons have complied with the Sub-adviser Code with respect to the Fund, or (ii) identify any material violations of the Sub-adviser Code which have occurred with respect to the Fund. In addition, Sub-adviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Advisers Act on Sub-adviser Code since the last report to the Board, including, but not limited to, information about material violations of the Sub-adviser Code with respect to the Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-adviser Code. C. Sub-adviser has provided Adviser and the Trust, and Adviser and the Trust acknowledge having received, a copy of Sub-adviser’s Form ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and hereafter will Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of its annual such amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust. D. Sub-adviser has provided Adviser and the Trust, and Adviser and the Trust acknowledge having received, a description or copy of Sub-adviser’s policies and procedures for voting proxies relating to client securities and information concerning how they can obtain information concerning how Sub-adviser has voted proxies relating to securities held by the Fund.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services Services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services Services contemplated by this Agreement; (iv) has the authority to enter into and perform the services Services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Prospectus and SAI of the Trust contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying reasonably designed to comply with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the Chief Compliance Officer of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies the Adviser with a copy of its Form ADV Part 2, which as of the date of this Agreement is its Form ADV Part 2 as most recently filed with the SEC, and procedurespromptly will furnish (or offer to furnish) a copy of all amendments required to be delivered to the Sub-Adviser’s advisory clients, as required by Rule 206(4)-7 under well as annual updates, to the Advisers ActAdviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, which are reasonably designed to prevent violations of the Advisers Act by professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Form’s instructions. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and shall carry at all times professional errors and omissions liability insurance covering the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. Services, in an appropriate amount. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance or include the performance of each Fund in materials where such performance is required to be included by applicable law, regulation, or regulator or governmental authority. I. The Sub-Adviser acknowledges that it is an “investment adviser” to will not file class action claim forms or otherwise exercise any rights the Fund Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Allocated Assets within Sub-Adviser, the meaning of the 1940 Act Adviser and the Advisers ActTrust mutually agree that the Sub-Adviser may take such actions. E. J. The Sub-Adviser confirms will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that neither it nor would materially impair its general partner ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is an affiliated person as defined not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the 1940 Act ofevent that the Sub-Adviser or any of its affiliates: (i1) becomes aware that it is subject to a statutory disqualification that prevents the Adviser; (ii) Foreside, the distributor for the TrustSub-Adviser from serving as an investment adviser pursuant to this Agreement; or (iii2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. L. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any trustee material fact known to the Sub-Adviser respecting or officer of relating to the TrustSub-Adviser that would make any written information previously provided to the Adviser or the Trust (including but not limited to representations in this Agreement) materially inaccurate or incomplete or if any such written information becomes untrue in any material respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, upon request, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agentssupervised persons. Upon reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. The Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On Within fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser shall permit UBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 with respect to access persons of the Portfolio. (c) The Sub-Adviser has provided UBS Global Americas with a copy of its Form ADV, as most recently filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS Global Americas at least an annual basisannually. (d) The Sub-Adviser will notify UBS Global Americas of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, in each case prior to or promptly after such change. In addition, the Sub-Adviser will comply with notify UBS Global Americas of any changes in the reporting requirements key personnel who are either the portfolio manager(s) of Rule 17j-1, which may include (i) certifying to the Adviser that Portfolio or senior management of the Sub-Adviser as soon as practicable after such change. (e) UBS Global Americas and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the Adviser a material violation that has occurred with respect to express written consent of the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Actother, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers consent will be promptly provided and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and proceduresnot unreasonably withheld. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global AM and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of the Sub-Adviser shall certify to UBS Global AM that the Sub-Adviser has adopted procedures reasonably necessary to prevent Access Persons (as defined under Rule 17j-1) from violating the Sub-Adviser's code of ethics and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AM, the Sub-Adviser will comply with shall permit UBS Global AM, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global AM with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of its annual amendment all amendments to the Adviser. UBS Global AM at least annually. (d) The Sub-Adviser agrees to maintain will notify UBS Global AM of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser acknowledges that it is an “investment adviser” Adviser, in each case prior to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actor promptly after such change. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser in advance of such assignment or change of control and promptly notify the Trust and the Adviser of any changes in the key personnel who are the portfolio manager(s) of a Fund or the executive committee of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to control of the Sub-Adviser, attesting to such written policies and procedures. D. G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. H. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals for the Fund to the extent such professionals are not replaced promptly with a copy professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its registration under affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisers Act on Form ADV Sub-Adviser from serving as most recently filed with an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority concerning the investment team that manages a Fund or that directly relates to or otherwise materially and hereafter will furnish adversely affects a copy of its annual amendment Fund or the Sub-Adviser’s ability to manage the AdviserFund. The Sub-Adviser further agrees to maintain notify the completeness Trust and accuracy the Adviser immediately of its registration on Form ADV in accordance with any material fact known to the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” respecting or relating to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser in advance of such assignment or change of control and promptly notify the Trust and the Adviser of any changes in the key personnel who are the portfolio manager(s) of a Fund or the executive committee of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to control of the Sub-Adviser, attesting to such written policies and procedures. D. G. The Sub-Adviser has provided the Adviser with a summary of its insurance coverage and will promptly provide the Adviser any amendments thereto. H. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals for the Fund to the extent such professionals are not replaced promptly with a copy professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its registration under affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisers Act on Form ADV Sub-Adviser from serving as most recently filed with an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC and hereafter will furnish a copy of its annual amendment to the Adviseror other regulatory authority. The Sub-Adviser further agrees to maintain notify the completeness Trust and accuracy the Adviser immediately of its registration on Form ADV in accordance with any material fact known to the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” respecting or relating to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: adviser (i) is registered with the SEC as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser adviser has adopted a written code of ethics (the “Sub-adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide provided the Adviser and the Trust Fund with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser adviser Code, together with evidence of its adoption. The Sub-adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Sub-adviser Code. On a quarterly basis, Sub-adviser will comply with the reporting requirements of Rule 17j-1, which may include either: (i) certifying certify to the Adviser that the Sub-Adviser adviser and its Access Persons have complied with the Sub-Adviser’s adviser Code of Ethics with respect to the Allocated Assets and Portfolio, or (ii) identifying identify any material violations of the Sub-adviser Code which have occurred with respect to the Allocated AssetsPortfolio. In addition, Sub-adviser will furnish at least annually to Adviser and the event Board a written report that (a) describes any issues arising under the Sub-Adviser has identified adviser Code since the last report to the Adviser a Board, including, but not limited to, information about material violation that has occurred violations of the Sub-adviser Code with respect to the Allocated Assets, Fund and sanctions imposed in response to the material violations and (b) certifies that the Sub-Adviser agrees adviser has adopted procedures reasonably necessary to promptly provide to prevent Access Persons from violating the Adviser such information as the Adviser may reasonably request in connection therewithSub-adviser Code. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser adviser has provided the Adviser and the Trust with Fund, and Adviser and the Fund acknowledge having received, a copy of its registration under the Advisers Act on Sub-adviser’s Form ADV as most recently filed with the SEC and, if not so filed, the most recent Part 2 of its Form ADV, and hereafter will Sub-adviser will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of its annual such amendment to Adviser and the Adviser. The Fund. D. Sub-adviser has provided Adviser agrees to maintain and the completeness Fund, and accuracy Adviser and the Fund acknowledge having received, a description or copy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” ’s policies and procedures for voting proxies relating to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act client securities and the Advisers Act. E. The information concerning how they can obtain information concerning how Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in adviser has voted proxies relating to securities held by the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the TrustPortfolio.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly-authorized officer of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of its annual amendment all amendments to the Adviser. UBS Global Americas at least annually. (d) The Sub-Adviser agrees to maintain will notify UBS Global Americas of any change of control of the completeness and accuracy Sub-Adviser, including any change of its registration on Form ADV general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in accordance with the Advisers Act. The key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser acknowledges that it is an “investment adviser” Adviser, in each case prior to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actor promptly after such change. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS GLOBAL Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS GLOBAL Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to UBS GLOBAL Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS GLOBAL Americas, the Sub-Adviser will comply with shall permit UBS GLOBAL Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS GLOBAL Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS GLOBAL Americas at least annually. (d) The Sub-Adviser shall provide notice to UBS GLOBAL Americas within a reasonable time after being informed or learning of the death or withdrawal of any if its annual amendment partners, upon the admission of any new partners or upon any other change in its membership. (e) The Sub-Adviser will notify UBS GLOBAL Americas of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (f) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, UBS GLOBAL Americas or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustUBS GLOBAL Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS Global Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS Global Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to UBS Global Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub-Adviser will comply with shall permit UBS Global Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS Global Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS Global Americas at least annually. (d) The Sub-Adviser will notify UBS Global Americas of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustUBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS GLOBAL Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS GLOBAL Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to UBS GLOBAL Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS GLOBAL Americas, the Sub-Adviser will comply with shall permit UBS GLOBAL Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS GLOBAL Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS GLOBAL Americas at least annually. (d) The Sub-Adviser will notify UBS GLOBAL Americas of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) ForesideTrust, the distributor for Portfolio, UBS GLOBAL Americas or any of their respective affiliates in offering, marketing or other promotional materials without the Trust; or (iii) any trustee or officer express written consent of the TrustUBS GLOBAL Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in material compliance and shall at all times continue to comply in all material respects with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, Chief Operating Officer the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto. As requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetswritten request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(d)(1) and all other records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers ActAdviser with a copy of its Form ADV, which are reasonably designed to prevent violations as of the Advisers Act by date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments and annual updates to the Adviser. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide as required by the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Advisers Act. F. The Sub-Adviser will also provide, at promptly notify the reasonable request Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, periodic certificationsif any, arising out of an assignment or change in a form reasonably acceptable to the Adviser, attesting to such written policies and procedurescontrol. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser and the Trust mutually agree that the Sub-Adviser may take such actions. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows: A. The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. The Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is not an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, represents and agrees as followswarrants to the Adviser that: A. The Sub-Adviser: (ia) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”) (and will continue to be so registered for so long as this Sub-Advisory Agreement remains in effect; ); (iib) It is not prohibited by the 1940 IC Act or the Advisers Act from performing the services contemplated by this Sub-Advisory Agreement; ; (iiic) It has met, and will seek to continue to meet for so long as this Sub-Advisory Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Sub-Advisory Agreement; ; (ivd) has the authority to enter into and perform the services contemplated by this Agreement; and (v) It will promptly notify the Adviser and the Fund of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 IC Act or otherwise. ; (e) The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of New York with the power to carry on its business as it is now being conducted; (f) The Sub-Adviser will provide a back-up certification in a form reasonably satisfactory to each party relating to each annual and semi-annual report filed on Form N-CSR by the Trust; (g) The Sub-Adviser has provided adopted, maintains and implements written compliance policies and procedures as required by Rule 206(4)-7 of the information about itself set forth in Advisers Act, including written policies and procedures with regard to the Registration Statement protection of customer records and has reviewed the description of its operationsinformation, duties and responsibilities as set forth therein (the “required by Regulation S-P. The Sub-Adviser Information”will provide the Adviser with a summary of its policies and procedures and, upon reasonable request by the Adviser, shall either (i) and acknowledges certify that the Sub-Adviser Information is true has complied in all material respects with such policies and correct, contains no material misstatement of fact and does not omit procedures or (ii) provide a written report to the Adviser describing any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser violations of such policies and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading.procedures; and B. (h) The Sub-Adviser has adopted a written code of ethics complying proxy voting policies which comply in all material respects with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons have complied with the Sub-Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewith. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. The Sub-Adviser has provided the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. (a) The Sub-Adviser: (i) is registered as an investment adviser under the Advisers Act (except as provided in Section 9(d) of this Agreement) and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser UBS GLOBAL Americas of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Sub-Adviser Information”) and acknowledges that the Sub-Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein not misleading. B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Adviser UBS GLOBAL Americas and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Sub-Adviser shall certify to UBS GLOBAL Americas that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS GLOBAL Americas, the Sub-Adviser will comply with shall permit UBS GLOBAL Americas, its employees or its agents to examine the reporting requirements of Rule 17j-1, which may include (i) certifying reports required to the Adviser that be made by the Sub-Adviser pursuant to Rule 17j-1 and its Access Persons have complied with all other records relevant to the Sub-Adviser’s Code 's code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as the Adviser may reasonably request in connection therewithethics. C. Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. D. (c) The Sub-Adviser has provided the Adviser and the Trust UBS GLOBAL Americas with a copy of its registration under the Advisers Act on Form ADV ADV, as most recently filed with the SEC Securities and hereafter Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS GLOBAL Americas at least annually. (d) The Sub-Adviser will notify UBS GLOBAL Americas of any change of control of the Sub-Adviser, including any change of its annual amendment general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Sub-Adviser, in each case prior to the Adviser. or promptly after such change. (e) The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, the Portfolio, UBS GLOBAL Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS GLOBAL Americas. The Notwithstanding, the Sub-Adviser acknowledges that is permitted to disclose information necessary for it is an “investment adviser” to the Fund with respect perform its duties under this Agreement to the Allocated Assets within the meaning of the 1940 Act banks, brokers, dealers and the Advisers Actother financial intermediaries. E. The Sub-Adviser confirms that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trust.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, warrants and agrees as follows: A. The Sub-Adviser: Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations. B. The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Sub-Adviser has provided will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, or investigation requesting information about itself set forth any Fund that directly relates to or otherwise materially and adversely affects a Fund, at law or in equity, before or by any court, public board or body, involving the Registration Statement and has reviewed the description affairs of its operationsa Fund; provided however, duties and responsibilities as set forth therein (the “that routine regulatory examinations shall not be required to be reported by this provision. The Sub-Adviser Information”) and acknowledges represents that this Agreement does not violate any existing agreement between the Sub-Adviser Information is true and correctany other party. C. The Sub-Adviser has reviewed the Prospectus and SAI of the Trust with respect to each Fund, as it may be amended from time to time, that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material misstatement of fact and does not omit any statement of a material fact necessary to make the statements therein not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust’s Administrator promptly if the Sub-Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements contained therein not misleading. B. D. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it and has not already done so, will provide provided the Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisThe Sub-Adviser will promptly provide the Adviser any amendments thereto upon request. As requested, the chief compliance officer or a compliance officer the Sub-Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Adviser that the Sub-Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser’s Code code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to such violation. Upon the Allocated Assetsreasonable written request of the Adviser, the Sub-Adviser agrees shall permit the Adviser, its employees or its agents to promptly provide examine appropriate information regarding the reports required to be made to the Sub-Adviser such information as by Rule 17j-1(c)(1) and all other appropriate records relevant to the Adviser may reasonably request in connection therewithSub-Adviser’s code of ethics. C. E. The Sub-Adviser has adopted provided the Trust and implemented written policies the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and procedurespromptly will furnish a copy of all amendments and annual updates to the Adviser, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations . F. The Sub-Adviser will promptly notify the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Advisers Act by Sub-Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Sub-Adviser, its employees, officers and agents. Upon reasonable request, The Sub-Adviser shall provide agrees to bear reasonable expenses of the Adviser Trust, if any, associated with access to any information statements and/or other disclosure materials that are for the records relating to such policies and procedures as they relate to primary benefit of the Allocated Assets. Sub-Adviser will also provide, at and are necessary to permit the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable Sub-Adviser to continue to provide sub-advisory services to the Adviser, attesting to such written policies and proceduresFund arising out of an assignment or change in control. D. G. The Sub-Adviser has provided the Adviser and the Trust with a copy summary of its registration under insurance coverage and will, upon request, promptly provide the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the AdviserAdviser any amendments thereto. The Sub-Adviser will maintain its insurance coverage at least at the amounts considered commercially reasonable and appropriate under current industry practices. H. The Sub-Adviser agrees to maintain the completeness and accuracy that neither it, nor any of its registration on Form ADV affiliates, will knowingly in accordance any way refer directly or indirectly to its relationship with the Advisers ActTrust, each Fund, the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser, except as required by law, rule, regulation or upon the request of a governmental authority and only upon providing written notice to the Adviser and the Trust. However, the Sub-Adviser may incorporate the performance of each Fund in its composite performance. The Adviser hereby gives consent for the Sub-Adviser to use the name of the Adviser, the Trust, and/or the Funds for use in the Sub-Adviser’s client list and marketing materials. I. The Sub-Adviser will not file class action claim forms or otherwise exercise any rights the Adviser or the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund. J. The Sub-Adviser will promptly notify the Adviser and the Trust if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality. K. The Sub-Adviser will promptly notify the Adviser and the Trust to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority relating to the services provided under this Agreement. The Sub-Adviser acknowledges that it is an “investment adviser” further agrees to notify the Trust and the Adviser immediately of any material fact known to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Sub-Adviser confirms respecting or relating to the Sub-Adviser that neither it nor its general partner is an affiliated person as defined would make any written information previously provided to the Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in the 1940 Act of: (i) the Adviser; (ii) Foreside, the distributor for the Trust; or (iii) any trustee or officer of the Trustmaterial respect.