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 not required to be registered as an investment adviser under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) 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 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. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Context Advisers 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx Context Advisers and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx Context Advisers 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 ’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 XxxxxxxxContext Advisers, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxContext Advisers, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided Context Advisers with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to Context Advisers at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx Context Advisers 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx Context Advisers or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxContext Advisers. (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 Context Advisers, the Trust’s custodian, or other persons expressly designated by Context Advisers. 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 Context Advisers, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “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 extent applicable; and (3) it will provide all information reasonably required by Context Advisers to fulfill any disclosure and reporting obligations of Context Advisers with respect to the Fund under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Xxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx Xxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx Xxxxxxx 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 XxxxxxxxXxxxxxx, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxXxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx Xxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx Xxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxXxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 Fund or other persons expressly designated by UBS Global 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 Global AM, the Trust, their affiliates or agents. (g) The Sub-Adviser hereby represents, warrants and agrees that: (1) it will register with the Commodity Futures Trading Commission (the “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 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 Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Violation of the Sub-Adviser's ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, with respect to violations of the Sub-Adviser’s code of ethics affecting the Portfolio or Segment, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports (or summaries of reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or Segment or senior management of the Sub-AdviserAdviser (defined as a member of senior management with the designation ‘chief’), in each case prior to, to or promptly after, as soon after such changechange as practicable. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser hereby represents that, except as otherwise disclosed below, 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 has entered into an agreement with State Street Bank and Trust Company (“State Street”) to provide certain compliance monitoring services to the Sub-Adviser with respect to its registered investment company clients whose portfolios may include certain types of instruments, including derivatives. In order to utilize this service, the Sub-Adviser will provide holdings, transaction data and other information to State Street on a daily basis. UBS Global AM hereby consents to the Sub-Adviser providing such information relating to the Trust and the Portfolio or Segment to State Street. (g) 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 Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president Chief Compliance Officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethicsethics as applicable to this Agreement. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, nor any of its affiliatesaffiliates under its control, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. Notwithstanding, the Sub-Adviser is permitted to disclose information necessary for it to perform its duties under this Agreement to banks, brokers, dealers and other financial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global Americas, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (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 annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The UBS Global Americas and the Sub-Adviser agrees agree that neither it, of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Series, the Trust, Xxxxxxxx Xxxxxxxx one another or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxthe other, which consent will be promptly provided and not unreasonably withheld.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) 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 or 25% limited partners, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, with respect to violations of the Sub-Adviser’s code of ethics affecting the Portfolio or Segment, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports (or summaries of reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to 17j-1(c) (1) evidencing enforcement of the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 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 Global AM, the Trust, their affiliates or agents. UBS Global AM acknowledges that the Sub-Adviser manages other accounts, which may include other mutual funds, that follow the same investment strategy as the Portfolio and that those other accounts may have different portfolio holdings disclosure policies. The Sub-Adviser hereby represents that any such disclosure by Sub-Adviser does not and will not indicate that the Portfolio follows the same strategy.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(2) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 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 Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “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 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 Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser hereby represents that it 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. The Sub-Adviser further represents that it has implemented policies and procedures that are reasonably necessary to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is exempt from registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor with respect to the Portfolio and will notify UBS Global AM prior to any change in such exempt status; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the National Futures Association to the 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 Portfolio under the CEA and the rules of the CFTC and the National Futures Association (the “NFA”).

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser: (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly immediately notify Xxxxxxxx Xxxxxxxx EII of the occurrence of any an 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board EII with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 45 days of after the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx EII 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 XxxxxxxxEII, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxEII, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of the Sub-Adviser, including any change has provided EII with a copy of its general partners or 25% shareholders or 25% limited partnersForm ADV as most recently filed with the Securities and Exchange Commission ("SEC") and will, as applicable, and promptly after filing 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. (d) The Sub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly amendment to its relationship Form ADV with the SeriesSEC, the Trust, Xxxxxxxx Xxxxxxxx or any furnish a copy of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxsuch amendment to EII.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct (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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 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 Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx. Notwithstanding, the Sub-Adviser is permitted to disclose information necessary for it to perform its duties under this Agreement to banks, brokers, dealers and other financial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, ------------------------------- warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. In addition to being registered under as an investment adviser, the Sub-Adviser is regulated in the conduct of its investment business in the United Kingdom by the Investment Management Regulatory Organization Limited ("IMRO"). The Sub-Adviser confirms that the Fund is a Non-private Customer as defined by IMRO. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice- president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) Not less than 48 hours prior to the signing of this Agreement, the Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxx, 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 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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 OF the 1940 Act or otherwise. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx UBS Global AM that the Sub-Adviser has complied with the 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 IF SUCH a violation has occurred, that appropriate action was taken in response to such violation. `Upon the written request of Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-l(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM of any change of control of the Sub-AdviserSubAdviser, including any change of its 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 Portfolio or senior management of the OF THE Sub-Adviser, in each case prior to, to or promptly after, AFTER such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser hereby represents that it 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. The Sub-Adviser further represents that it has implemented policies and procedures that are reasonably necessary to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is exempt from registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor with respect to the Portfolio and will notify UBS Global AM prior to any change in such exempt status; (2) it will comply with the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the National Futures Association to the 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 Portfolio under the CEA and the rules of the CFTC and the National Futures Association (the “NFA”).

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global Americas, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (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 annually (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser adviser (i) is not required to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this ContractAgreement; (iii) has met and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx IQ of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser or investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) . The Sub-Adviser adviser will also promptly notify each Fund and IQ if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Sub-adviser; provided, however, that routine regulatory examinations of the Sub-adviser shall not be required to be reported by this provision. B. The Sub-adviser is currently in material compliance and shall at all times continue to be in material compliance with the requirements imposed upon the Sub-adviser by applicable law and regulations. C. 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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx IQ and the Board of Trustees of the Trust with a copy of such code of ethics, together with evidence of its adoption. Within fifteen thirty days of the end of the last each calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president of and as otherwise requested, the Sub-Adviser adviser shall certify to Xxxxxxxx Xxxxxxxx that IQ that, during the previous quarter, the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during and Rule 204A-1, the previous year Sub-adviser adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-adviser and its supervised persons under the Advisers Act, and that there has been no material violation of the Sub-Adviser's adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx XxxxxxxxIQ, the Sub-Adviser adviser shall permit Xxxxxxxx XxxxxxxxIQ, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to adviser by Rule 17j-1 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser's adviser’s code of ethics. (c) D. The Sub-Adviser adviser has provided IQ with a copy of its Form ADV, Parts I and II, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC (with respect to Part I) and most recently updated (with respect to Part II) and promptly will notify Xxxxxxxx Xxxxxxxx furnish a copy of any change of control of all amendments to IQ on an annual basis. Such amendments shall reflect all changes in the Sub-Adviseradviser’s organizational structure, including any change of its general partners professional staff 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 other significant developments affecting the Sub-Adviseradviser, in each case prior to, or promptly after, such changeas required by the Advisers Act. (d) E. The Sub-Adviser adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Sub-adviser agrees that neither it, nor any of its affiliates, it will not knowingly in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustFunds, Xxxxxxxx Xxxxxxxx IQ or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxIQ, except as required by rule, regulation or upon the request of a governmental authority. G. Sub-adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any fund of the Trust, concerning transactions for a Fund in securities or other assets. H. The Sub-adviser acknowledges that ALPS Advisers, Inc., Trust’s distributor, IQ and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-adviser hereby agrees that it shall not consult with any other sub-adviser to the Trust with respect to transactions in securities for a Fund’s portfolio or any other transactions of Trust assets. I. The Sub-adviser maintains business continuity procedures that comply with applicable law. J. The Sub-adviser will provide IQ with copies of Sub-adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the 1940 Act to adopt any such policy or procedure, IQ will submit such policy or procedure to the Trust’s Board of Trustees for adoption by the Fund, with such modifications or additions thereto as the Board of Trustees or IQ may recommend with the concurrence of Sub-adviser. At IQ’s request, the Sub-adviser’s Chief Compliance Officer shall provide to IQ’s Chief Compliance Officer or his or her delegate the following: (i) on a quarterly basis, a report of any material changes to the Sub-adviser’s policies and procedures; (ii) on a quarterly basis, a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-adviser’s policies and procedures; (iii) a copy of the Sub-adviser’s Chief Compliance Officer’s report with respect to the annual review of the Sub-adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding the Sub-adviser’s compliance with Rule 206(4)-8 under the Advisers Act and Section 38a-1 of the 1940 Act, as well as the foregoing sub-paragraphs (i) through (iii). K. The Sub-adviser shall cooperate promptly and fully with IQ and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Funds or IQ brought by any governmental or regulatory authorities. L. The Sub-adviser will, unless and until otherwise directed by IQ, exercise all rights of security holders with respect to securities held by the Funds, including, but not limited to: voting proxies in accordance with the Sub-adviser’s then-current proxy voting policies. M. The Sub-adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. Notwithstanding the foregoing, the Sub-Adviser may include the Portfolios performance in calculating its composites, provided that Sub-Adviser may not separately disclose the Funds performance (or the performance of Sub-Advisers segment of the Fund) in connection therewith. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that are reasonably designed to prevent the disclosure by it, its employees or its agents of the Trusts portfolio holdings to any person or entity other than UBS Global AM, the Trusts 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 Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency necessary to be met in order to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Mxxxxxxx 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. (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 will provide Xxxxxxxx Mxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 or the general counsel of the Sub-Adviser shall certify to Xxxxxxxx Mxxxxxxx Xxxxxxxx that the Sub-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 Advisers 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 Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Mxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Sub- Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided Mxxxxxxx Xxxxxxxx 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 Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Mxxxxxxx Xxxxxxxx of any change of control of the Sub-Sub- Adviser, including any change of its 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. 8. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders a any change to a shareholder or 25% limited partnerspartner, as applicable, with 25% or more ownership, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, nor any of its affiliates, it will not in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) Except as otherwise allowed by this Agreement (including Section 12) or the Trust Compliance Procedures, 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, regulators or other persons expressly designated by UBS Global 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 Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if either is 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 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 Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self regulatory agency necessary to be met in order to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Mxxxxxxx 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. (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 will provide Xxxxxxxx Mxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 Mxxxxxxx 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 Advisers 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 Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Mxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Sub Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided Mxxxxxxx Xxxxxxxx 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 Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Mxxxxxxx Xxxxxxxx of any change of control of the Sub-Sub Adviser, including any change of its 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. (de) 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 Series, the Trust, Xxxxxxxx Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Mxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met and will seek to continue to meet meet, for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. In addition to being registered as an investment adviser, the Sub-Adviser is regulated in the conduct of its investment business in the United Kingdom by the Investment Management Regulatory Organization Limited ("IMRO"). The Sub-Adviser confirms that the Fund is a Non-private Customer as defined by IMRO. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) Not less than 48 hours prior to the signing of this Agreement, the Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president Chief Compliance Officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx UBS Global AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 17j-l during the previous year and that there has been no material violation of the Sub-Adviser's Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-l and all other records relevant to the Sub-Adviser's Advisers code of ethicsethics as applicable to this Agreement. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, nor any of its affiliatesaffiliates under its control, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. Notwithstanding, the Sub-Adviser is permitted to disclose information necessary for it to perform its duties under this Agreement to banks, brokers, dealers and other financial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Xxxxxxxx CCM 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. (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 will provide Xxxxxxxx Xxxxxxxx CCM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 CCM 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 reasonable prior written request of Xxxxxxxx XxxxxxxxCCM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxCCM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx CCM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series a Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (d) 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 Seriesa Fund, the Trust, Xxxxxxxx Xxxxxxxx CCM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxCCM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(2) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 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 Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “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 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 Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS AM, its employees or its agents to examine the reports required to be made by the Sub-Sub- Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Sub- Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the Trust, Xxxxxxxx Xxxxxxxx Portfolio; UBS AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS AM. (f) The Sub-Adviser hereby represents and warrants that it 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 "Sanctions Laws") The Sub-Adviser further represents and warrants that (i) 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) will not invest in securities / issuers mentioned on the "Sanctions Securities List (SSSL)" and the list of "Companies Verifiably Involved in Controversial Weapons (Ethix List)" provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Mitchell Hutchins of the occurrence of any event that would disqualify the Subdisquxxxxx xxx Xxx-Adviser Xxxiser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (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 will provide Xxxxxxxx Xxxxxxxx Mitchell Hutchins and the Board with a copy of such code of ethicsethicx, together with xxxxxxxx xxxx evidence of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx Mitchell Hutchins that the Sub-Adviser has complied with the requirements of Rule requxxxxxxxx xx Xxxx 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 XxxxxxxxMitchell Hutchins, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxMitchell Hutchins, its employees or xxx xxxxxxxxx xr its agents to examine the reports required to repxxxx xxxxxxxx xx be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Mitchell Hutchins with a copy of its Form ADV, which as of the daxx xx xxxx Xxxxxxent is its Form ADV as most recently filed with the Securities and Exchange Commission ("SEC") and promptly will notify Xxxxxxxx Xxxxxxxx furnish a copy of all amendments to Mitchell Hutchins at least annually. (d) The Sub-Adviser wxxx xxxxxx Xxxxxxll Hutchins of any change of control of the Sub-Adviser, including any change inxxxxxxx xxx xxxxxe of its general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx Mitchell Hutchins or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxMitchell Hutchins.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global Americas, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global Americas, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (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 annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global Americas. Notwithstanding, the Sub-Adviser is permitted to disclose information necessary for it to perform its duties under this Agreement to banks, brokers, dealers and other financial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the Trust, Xxxxxxxx Xxxxxxxx Portfolio; UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser hereby represents and warrants that it 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 "Sanctions Laws") The Sub-Adviser further represents and warrants that (i) 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) will not invest in securities / issuers mentioned on the "Sanctions Securities List (SSSL)" and the list of "Companies Verifiably Involved in Controversial Weapons (Ethix List)" provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly as soon as reasonably practicable notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’s 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 Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) related to material violations of the Sub-Adviser’s code of ethics and all other records relevant to regarding the administration of the Sub-Adviser's ’s code of ethics. Notwithstanding the foregoing, under no circumstances shall the Sub-Adviser be required to provide personal information of its employees, officers, principals or any other personnel of the Sub-Adviser. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV Part 2, and as soon as reasonably practicable will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio that are named in the Registration Statement or senior management the departure of any two of the following individuals as employees of the Sub-Adviser: Xxxxxxxx X. Xxxxxx and Xxxx X. Xxxx, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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, the brokers, dealers, futures commission merchants and any other counterparties that execute or enter into portfolio transactions on the Portfolio’s or Segment’s behalf or other persons expressly designated by UBS Global AM or whom Sub-Adviser has identified to UBS Global AM as receiving such holdings information in connection with the performance of Sub-Adviser’s duties hereunder. 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 Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “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 applicable provisions of the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent required in connection with the performance of its duties and obligations hereunder; and (3) it will provide all information related to the services provided by Sub-Adviser hereunder reasonably requested by UBS Global AM that are required by UBS Global AM to fulfill any applicable disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the Trust, Xxxxxxxx Xxxxxxxx Portfolio; UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self- regulatory agency necessary to be met in order to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Mxxxxxxx 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. (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 will provide Xxxxxxxx Mxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 Mxxxxxxx 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 Advisers 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 Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Mxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Sub- Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided Mxxxxxxx Xxxxxxxx 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 Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Mxxxxxxx Xxxxxxxx of any change of control of the Sub-Sub- Adviser, including any change of its 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. (de) 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 Series, the Trust, Xxxxxxxx Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Mxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (de) 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 SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, ------------------------------ warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Mitchell Hutchins of the occurrence of any event that would disqualify the Subdisqxxxxxx xxx Xxx-Adviser Xxviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (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 will provide Xxxxxxxx Xxxxxxxx Mitchell Hutchins and the Board with a copy of such code of ethicsethixx, together with xxxxxxxx xxxx evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx Mitchell Hutchins that the Sub-Adviser has complied with the requirements of Rule reqxxxxxxxxx xx Xxxx 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 XxxxxxxxMitchell Hutchins, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxMitchell Hutchinx, its employees xxx xxxxxxxxx or its agents or the appropriatx xxxxxxxxxx xxxxority to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of the Sub-Adviser, including any change has provided Mitchell Hutchins with a copy of its general partners or 25% shareholders or 25% limited partners, Form ADV 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. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.most recently fxxxx xxxx xxx Xxxurities

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and ------------------------------- agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Sub- Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser Investment Adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal Federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 15 calendar days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president President of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx the Adviser 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 Xxxxxxxxthe Adviser, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxxthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of has provided the Sub-Adviser, including any change Adviser with a copy of its general partners or 25% shareholders or 25% limited partners, Form ADV 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. (d) The Sub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship most recently filed with the Series, Securities and Exchange Commission (the Trust, Xxxxxxxx Xxxxxxxx or any "SEC") and promptly will furnish a copy of their respective affiliates in offering, marketing or other promotional materials without all amendments to the prior express written consent of Xxxxxxxx XxxxxxxxAdviser at least annually.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, ------------------------------ warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice vice- president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (de) 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 SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser may include the Portfolio’s performance in calculating its composites, provided that Sub-Adviser may not separately disclose the Fund’s performance (or the performance of Sub-Adviser’s segment of the Fund) in connection therewith. (g) The Sub-Adviser hereby represents that it 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. The Sub-Adviser further represents that it implemented policies and procedures reasonably designed to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx GEIM 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. (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 will provide Xxxxxxxx Xxxxxxxx GEIM and the Board with a copy of such that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx GEIM 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 XxxxxxxxGEIM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxGEIM, its employees or its agents to examine the reports required to be made to the Sub- Adviser by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided GEIM 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 GEIM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx GEIM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partnersshareholders, 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, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Subub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 the 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 Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 general partners or 25% shareholders or 25% limited partnersshareholders, 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, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.. A-3

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Mxxxxxxx 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. (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 will provide Xxxxxxxx Mxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 an officer of the Sub-Adviser shall certify to Xxxxxxxx Mxxxxxxx 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 Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Mxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Mxxxxxxx Xxxxxxxx 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 Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Mxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (de) 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 SeriesFund, the Trust, Xxxxxxxx Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior rior express written consent of Xxxxxxxx Mxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Sub- Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser Investment Adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal Federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 15 calendar days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president President of the Sub-Sub- Adviser shall certify to Xxxxxxxx Xxxxxxxx the Adviser that the Sub-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 Xxxxxxxxthe Adviser, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxxthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of has provided the Sub-Adviser, including any change Adviser with a copy of its general partners or 25% shareholders or 25% limited partners, Form ADV 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. (d) The Sub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship most recently filed with the Series, Securities and Exchange Commission (the Trust, Xxxxxxxx Xxxxxxxx or any "SEC") and promptly will furnish a copy of their respective affiliates in offering, marketing or other promotional materials without all amendments to the prior express written consent of Xxxxxxxx XxxxxxxxAdviser at least annually.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly as soon as reasonably practicable notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’s 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 Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) related to material violations of the Sub-Adviser’s code of ethics and all other records relevant to regarding the administration of the Sub-Adviser's code of ethics. Notwithstanding the foregoing, under no circumstances shall the Sub-Adviser be required to provide personal information of its employees, officers, principals or any other personnel of the Sub-Adviser. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV Part 2, and as soon as reasonably practicable will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio that are named in the Registration Statement or senior management the departure of any two of the following individuals as employees of the Sub-Adviser: Cxxxxxxx X. Xxxxxx and Jxxx X. Xxxx, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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, the brokers, dealers, futures commission merchants and any other counterparties that execute or enter into portfolio transactions on the Portfolio’s or Segment’s behalf or other persons expressly designated by UBS Global AM or whom Sub-Adviser has identified to UBS Global AM as receiving such holdings information in connection with the performance of Sub-Adviser’s duties hereunder. 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 Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “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 applicable provisions of the Commodity Exchange Act (the “CEA”) and the rules of the CFTC and the NFA to the extent required in connection with the performance of its duties and obligations hereunder; and (3) it will provide all information related to the services provided by Sub-Adviser hereunder reasonably requested by UBS Global AM that are required by UBS Global AM to fulfill any applicable disclosure and reporting obligations of UBS Global AM with respect to the Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Mxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the Sub-Sub- Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (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 will provide Xxxxxxxx Mxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 Mxxxxxxx Xxxxxxxx that the Sub-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 Advisers 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 Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Mxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Sub- Advisers code of ethics. (c) The Sub-Adviser has provided Mxxxxxxx Xxxxxxxx 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 Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Mxxxxxxx Xxxxxxxx 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, 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. (de) 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 Series, the Trust, Xxxxxxxx Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Mxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president Chief Compliance Officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethicsethics as applicable to this Agreement. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, nor any of its affiliatesaffiliates under its control, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. Notwithstanding, the Sub-Adviser is permitted to disclose information necessary for it to perform its duties under this Agreement to banks, brokers, dealers and other financial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. UBS Global AM hereby consents to the Sub-Adviser’s use of electronic mail to satisfy its disclosure delivery requirements under the federal securities laws, such consent to remain effective until such time as it is revoked in writing by UBS Global AM. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 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 Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx of Bartxxxx xx 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. (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 will provide Xxxxxxxx Xxxxxxxx and Bartxxxx xxx the Board with a copy of such that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president managing director of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that Bartxxxx xxxt 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 XxxxxxxxBartxxxx, the xxe Sub-Adviser shall permit Xxxxxxxx XxxxxxxxBartxxxx, its xxs employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Bartxxxx xxx the Trust with a copy of its Form ADV as most recently filed with the Securities and 8 Exchange Commission ("SEC") and promptly will furnish a copy of all amendments to Bartxxxx xxx the Trust at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of Bartxxxx xx any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partnersshareholders, 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, to or promptly after, at the time of such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the Trust, Xxxxxxxx Xxxxxxxx Portfolio; UBS AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS AM. (f) The Sub-Adviser hereby represents and warrants that it 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 “Sanctions Laws”) The Sub-Adviser further represents and warrants that (i) 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) will not invest in securities / issuers mentioned on the “Sanctions Securities List (SSSL)” and the list of “Companies Verifiably Involved in Controversial Weapons (Ethix List)” provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract is in effectOn an annual basis or otherwise upon request, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 violationviolation within the time frame requested by UBS AM. Upon the written request of Xxxxxxxx XxxxxxxxUBS AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series or senior management a member of the Sub-Adviser's key personnel who is either a portfolio manager of the Portfolio or senior officer of the Sub- Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures 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 AM, the Trust's custodian, or other persons expressly designated by UBS AM or as permitted by the Trust's portfolio holdings disclosure policy. The Sub- Adviser further represents that it implemented policies and procedures reasonably designed 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 that, if required by applicable law, it is (1) registered as a "commodity trading advisor" under the Commodity Exchange Act (the "CEA") and is a member of the National Futures Association (the "NFA") and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the CEA and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information available to it that is reasonably requested, and is 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 hereby represents and warrants that it will have a sanctions procedure, along with the appropriate compliance monitoring procedures, in place pertaining to the management of the Segment. The Sub-Adviser further represents and warrants that the Segment will not invest in securities / issuers mentioned on the "Sanctions Securities List (SSSL)" and the list of "Companies Verifiably Involved in Controversial Weapons (Ethix List)" provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice 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-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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (de) 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 SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures 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. The Sub-Adviser further represents that it implemented policies and procedures designed to prevent it, its employees and agents from trading on the basis of any material non-public information provided by UBS Global AM, the Trust, their affiliates or agents, except with UBS Global AM’s prior written consent.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Sub Adviser represents, warrants and agrees as follows: (a) The Sub-Sub Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx UBS Global AM of the occurrence of any event that would disqualify the Sub-Sub Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) The Sub-Sub Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 17j 1 under the 1940 Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Sub Adviser shall certify to Xxxxxxxx Xxxxxxxx UBS Global AM that the Sub-Sub Adviser has complied with the requirements of Rule 17j-1 17j 1 during the previous year and that there has been no material violation of the Sub-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 XxxxxxxxUBS Global AM, the Sub-Sub Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Sub Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Sub Adviser's code of ethics. (c) The Sub Adviser has provided UBS Global AM 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 AM at least annually. In addition, the Sub-Adviser has provided UBS Global AM with certain disclosures required by the U.K. Financial Services Authority. (d) The Sub Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM of any change of control of the Sub-Sub Adviser, including any change of its 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 Portfolio or senior management of the Sub-Sub Adviser, in each case prior to, to or promptly after, after such change. (de) The UBS Global AM and the Sub-Adviser agrees agree that neither it, of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Series, the Trust, Xxxxxxxx Xxxxxxxx one another or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxthe other, which consent will be promptly provided and not unreasonably withheld.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (de) 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 SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a1) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (b2) 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 will provide Xxxxxxxx Xxxxxxxx UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 reasonable written request of Xxxxxxxx XxxxxxxxUBS Global Americas, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1. (3) 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 other records relevant amendments to UBS Global Americas at least annually. UBS Global Americas understands that the Sub-Adviser is part of a worldwide, full-service investment banking, broker-dealer, asset management organization, and as such, the Sub-Adviser and its affiliates and their managing directors, directors, officers and employees have multiple interests as more fully disclosed in the Sub-Adviser's code of ethicsForm ADV Part II as may be amended from time to time. (c4) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d5) The UBS Global Americas and the Sub-Adviser agrees agree that neither it, of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Series, the Trust, Xxxxxxxx Xxxxxxxx one another or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxthe other, which consent will be promptly provided and not unreasonably withheld. (6) It is understood that the name "Xxxxxxx, Xxxxx & Co." or "Xxxxxxx Sachs" or any derivative thereof, any tradename, trademark, trade device, service xxxx, symbol or logo associated with those names are the valuable property of the Sub-Adviser or its affiliates and that UBS Global Americas has the right to use to such name (or derivative or logo), in offering materials or promotional or sales-related materials of the Portfolio, only with the prior written approval of the Sub-Adviser, such approval not to be unreasonably withheld, and for so long as the Sub-Adviser is Sub-Adviser of the Portfolio. Notwithstanding the foregoing, the Sub-Adviser's approval is not required when (i) previously approved materials are re-issued with minor modifications, (ii) UBS Global Americas and Sub-Adviser identify materials which they jointly determine do not require the Sub-Adviser's approval and (iii) used as required to be disclosed in the registration statement of the Portfolio. Upon termination of this Agreement, the Portfolio and UBS Global Americas shall forthwith cease to use such name (or derivative or logo), although UBS Global Americas may continue to use such name (or derivative or logo) to the extent permitted under any other agreement between UBS Global Americas and Sub-Adviser or as otherwise required by law.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice 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 to the extent that the code applies, directly or indirectly, to the services the Sub-Adviser provides under this Agreement 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents or the appropriate regulatory authority to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethicsethics to the extent those reports and records apply, directly or indirectly, to the services the Sub-Adviser provides under this Agreement. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 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 Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Mitchell Hutchins of the occurrence of any event that would disqualify the Subdisquxxxxx xxx Xxx-Adviser Xxxiser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (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 will provide Xxxxxxxx Xxxxxxxx Mitchell Hutchins and the Board with a copy of such code of ethicsethicx, together with xxxxxxxx xxxx evidence of its adoption. Within 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 Mitchell Hutchins that the Sub-Adviser has complied with the requirements of Rule requxxxxxxxx xx Xxxx 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 XxxxxxxxMitchell Hutchins, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxMitchell Hutchins, its employees or xxx xxxxxxxxx xr its agents to examine the reports required to repxxxx xxxxxxxx xx be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Mitchell Hutchins with a copy of its Form ADV, as most recently fxxxx xxxx xxx Xxxurities and Exchange Commission ("SEC") and promptly will notify Xxxxxxxx Xxxxxxxx furnish a copy of all amendments to Mitchell Hutchins at least annually. (d) The Sub-Adviser wixx xxxxxx Xxxxxxxl Hutchins of any change of control of the Sub-Adviser, including any change inxxxxxxx xxx xxxxxe of its 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. (de) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx Mitchell Hutchins or any of their respective affiliates in offeringofferixx, marketing or xxxxxxxxx xx other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxMitchell Hutchins.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Sub- Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal Federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 15 calendar days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president President of the Sub-Sub- Adviser shall certify to Xxxxxxxx Xxxxxxxx the Adviser that the Sub-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 Xxxxxxxxthe Adviser, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxxthe Adviser, its employees or its agents to examine the reports required to be made to the Sub- Adviser by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of has provided the Sub-Adviser, including any change Adviser with a copy of its general partners or 25% shareholders or 25% limited partners, Form ADV 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. (d) The Sub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship most recently filed with the Series, Securities and Exchange Commission (the Trust, Xxxxxxxx Xxxxxxxx or any "SEC") and promptly will furnish a copy of their respective affiliates in offering, marketing or other promotional materials without all amendments to the prior express written consent of Xxxxxxxx XxxxxxxxAdviser at least annually.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, with respect to violations of the Sub-Adviser’s code of ethics affecting the Portfolio or Segment, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports (or summaries of reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or Segment or senior management of the Sub-AdviserAdviser (defined as a member of senior management with the designation ‘chief’), in each case prior to, to or promptly after, as soon after such changechange as practicable. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser hereby represents that, except as otherwise disclosed below, 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 has entered into an agreement with State Street Bank and Trust Company (“State Street”) to provide certain compliance monitoring services to the Sub-Adviser with respect to its registered investment company clients whose portfolios may include certain types of instruments, including derivatives. In order to utilize this service, the Sub-Adviser will provide holdings, transaction data and other information to State Street on a daily basis. UBS Global AM hereby consents to the Sub-Adviser providing such information relating to the Trust and the Portfolio or Segment to State Street. (g) 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 Global AM, the Trust, their affiliates or agents.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global Americas, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (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 annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The UBS Global Americas and the Sub-Adviser agrees agree that neither it, of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Series, the Trust, Xxxxxxxx Xxxxxxxx one another or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxthe other, which consent will be promptly provided and not unreasonably withheld.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 Fund’s performance (or the performance of Sub-Adviser’s segment of the Fund) in connection therewith. (f) The Sub-Adviser hereby represents that it 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.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 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 Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx. Notwithstanding, the Sub-Adviser is permitted to disclose information necessary for it to perform its duties under this Agreement to banks, brokers, dealers and other financial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen thirty days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures that are 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 the 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 not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Subub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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 3.94o Act or otherwise. (b) The Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 3.7j-1 under the 1940 Act and Rule 2o4A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx UBS AM that the Sub-Adviser has complied with the requirements of Rule 17j-1 3.7j-1 during the previous year and that there has been no material violation of the Sub-Adviser's ’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx XxxxxxxxUBS AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(3) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 that: (3.) it is registered with the Commodity Futures Trading Commission (the “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 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 hereby represents and warrants that it 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 “Sanctions Laws”) The Sub-Adviser further represents and warrants that (i) 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) will not invest in securities / issuers mentioned on the “Sanctions Securities List (SSSL)” and the list of “Companies Verifiably Involved in Controversial Weapons (Ethix List)” provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 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 Global AM, the Trust, their affiliates or agents. (g) The Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “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 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 Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS GLOBAL AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS GLOBAL AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS GLOBAL AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS GLOBAL AM 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 AM at least annually. (d) The Sub-Adviser shall provide notice to UBS GLOBAL AM within a reasonable time after being informed or learning of the death or withdrawal of any if its partners, upon the admission of any new partners or upon any other change in its membership. (e) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS GLOBAL AM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (df) 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 SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS GLOBAL AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS GLOBAL AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, affiliates will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) A. The Sub-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 not required to be registered as an investment adviser under the Advisers ActAct 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 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this ContractAgreement; (iii) has met and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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 Act or otherwise. The Sub-Adviser will also promptly notify the Trust and the Adviser, unless legally prohibited from doing so, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about 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 affairs of a Fund. The Sub-Adviser represents that this Agreement does not violate any existing agreement between the Sub-Adviser and any other party. (b) 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 fact and does not omit any statement of a material fact necessary to make the statements contained therein not misleading. D. 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 will provide Xxxxxxxx Xxxxxxxx the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of The Sub-Adviser will promptly provide the end of the last calendar quarter of each year that this Contract is in effectAdviser any material amendments thereto. As requested, the president or a vice president an authorized representative of the Sub-Adviser Adviser, as identified on an authorized signers list, shall certify to Xxxxxxxx Xxxxxxxx the Adviser that the Sub-Adviser has complied in all material respects with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Sub-Adviser's ’s code of ethics in relation to the services provided to the Trust or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx Xxxxxxxxthe Adviser, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxxthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(d)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) E. The Sub-Adviser has provided the Trust and 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 Commission, 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, as required by the Advisers Act. F. The Sub-Adviser will promptly notify Xxxxxxxx Xxxxxxxx the Trust and the Adviser of any proposed assignment of this Agreement or change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, Adviser and any proposed changes in the key personnel who are either the portfolio manager(s) of the Series a Fund or senior management of the Sub-AdviserAdviser at the same time as it informs its other similarly situated clients. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in each case prior to, or promptly after, such changecontrol. (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. The Sub-Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. 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 SeriesTrust, each Fund, the TrustAdviser, Xxxxxxxx Xxxxxxxx other than in each case as it relates to its capacity as Sub-Adviser, or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxthe 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 (to the extent legally permitted). 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 Commission or other regulatory authority pertaining to the services or substantially similar services that Sub-Adviser provides to the Trust. The Sub-Adviser further agrees to notify the Trust and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-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 Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met met, and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 of its 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 or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (df) 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 SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics17j-1. (c) The Sub-Adviser has provided UBS Global AM 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 AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser adviser represents, warrants and agrees as follows: (a) A. The Sub-Adviser adviser (i) is not required to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this ContractAgreement; (iii) has met and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx IQ of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser or investment sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (b) . The Sub-Adviser adviser will also promptly notify each Fund and IQ if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Funds or the Sub-adviser; provided, however, that routine regulatory examinations of the Sub-adviser shall not be required to be reported by this provision. B. The Sub-adviser is currently in material compliance and shall at all times continue to be in material compliance with the requirements imposed upon the Sub-adviser by applicable law and regulations. C. 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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx IQ and the Board of Trustees of the Trust with a copy of such code of ethics, together with evidence of its adoption. Within fifteen thirty days of the end of the last each calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president of and as otherwise requested, the Sub-Adviser adviser shall certify to Xxxxxxxx Xxxxxxxx that IQ that, during the previous quarter, the Sub-Adviser adviser has complied with the requirements of Rule 17j-1 during and Rule 204A-1, the previous year Sub-adviser adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-adviser and its supervised persons under the Advisers Act, and that there has been no material violation of the Sub-Adviser's adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of Xxxxxxxx XxxxxxxxIQ, the Sub-Adviser adviser shall permit Xxxxxxxx XxxxxxxxIQ, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to adviser by Rule 17j-1 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser's adviser’s code of ethics. (c) D. The Sub-Adviser adviser has provided IQ with a copy of its Form ADV, Parts I and II, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC (with respect to Part I) and most recently updated (with respect to Part II) and promptly will notify Xxxxxxxx Xxxxxxxx furnish a copy of any change of control of all amendments to IQ on an annual basis. Such amendments shall reflect all changes in the Sub-Adviseradviser’s organizational structure, including any change of its general partners professional staff 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 other significant developments affecting the Sub-Adviseradviser, in each case prior to, or promptly after, such changeas required by the Advisers Act. (d) E. The Sub-Adviser adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Sub-adviser agrees that neither it, nor any of its affiliates, it will not knowingly in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustFunds, Xxxxxxxx Xxxxxxxx IQ or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxIQ, except as required by rule, regulation or upon the request of a governmental authority. G. Sub-adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any fund of the Trust, concerning transactions for a Fund in securities or other assets. H. The Sub-adviser acknowledges that ALPS Advisers, Inc., Trust’s distributor, IQ and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-adviser hereby agrees that it shall not consult with any other sub-adviser to the Trust with respect to transactions in securities for a Fund’s portfolio or any other transactions of Trust assets. I. The Sub-adviser maintains business continuity procedures that comply with applicable law. J. The Sub-adviser will provide IQ with copies of Sub-adviser’s current policies and procedures adopted in accordance with Rule 206(4)-7 under the Advisers Act. To the extent a Fund is required by the 1940 Act to adopt any such policy or procedure, IQ will submit such policy or procedure to the Trust’s Board of Trustees for adoption by the Fund, with such modifications or additions thereto as the Board of Trustees or IQ may recommend with the concurrence of Sub-adviser. The Sub-adviser’s Chief Compliance Officer shall provide to IQ’s Chief Compliance Officer or his or her delegate the following: (i) on a quarterly basis, a report of any material changes to the Sub-adviser’s policies and procedures; (ii) on a quarterly basis, a report of any “material compliance matters,” as defined by Rule 38a-1 under the 1940 Act, that have occurred in connection with the Sub-adviser’s policies and procedures; (iii) a copy of the Sub-adviser’s Chief Compliance Officer’s report with respect to the annual review of the Sub-adviser’s policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act; and (iv) an annual certification regarding the Sub-adviser’s compliance with Rule 206(4)-8 under the Advisers Act and Section 38a-1 of the 1940 Act, as well as the foregoing sub-paragraphs (i) through (iii). K. The Sub-adviser shall cooperate promptly and fully with IQ and/or the Trust in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Trust, the Funds or IQ brought by any governmental or regulatory authorities. L. The Sub-adviser will, unless and until otherwise directed by IQ, exercise all rights of security holders with respect to securities held by the Funds, including, but not limited to: voting proxies in accordance with the Sub-adviser’s then-current proxy voting policies. M. The Sub-adviser, in connection with its rights and duties with respect to the Funds and the Trust shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract is in effectOn an annual basis or otherwise upon request, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violationviolation within the time frame requested by UBS AM. Upon the written request of Xxxxxxxx XxxxxxxxUBS AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS AM 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, and any changes in a member of the Sub-Adviser’s key personnel who are is either the a portfolio manager(s) manager of the Series Portfolio or senior management officer of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS AM. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures 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 AM, the Trust’s custodian, or other persons expressly designated by UBS AM or as permitted by the Trust’s portfolio holdings disclosure policy. The Sub-Adviser further represents that it implemented policies and procedures reasonably designed 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 that, if required by applicable law, it is (1) registered as a “commodity trading advisor” under the Commodity Exchange Act (the “CEA”) and is a member of the National Futures Association (the “NFA”) and will continue to be so registered, if required, for so long as this Agreement remains in effect; (2) it will comply with the CEA and the rules of the CFTC and the NFA to the extent applicable; and (3) it will provide all information available to it that is reasonably requested, and is 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 hereby represents and warrants that it will have a sanctions procedure, along with the appropriate compliance monitoring procedures, in place pertaining to the management of the Segment. The Sub-Adviser further represents and warrants that the Segment will not invest in securities / issuers mentioned on the “Sanctions Securities List (SSSL)” and the list of “Companies Verifiably Involved in Controversial Weapons (Ethix List)” provided by UBS and updated from time to time.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants warrants, and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx UBS Global Americas and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global Americas, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (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 annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (de) The UBS Global Americas and the Sub-Adviser agrees agree that neither it, of them nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Series, the Trust, Xxxxxxxx Xxxxxxxx one another or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxthe other, which consent will be promptly provided and not unreasonably withheld.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Sub- Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser Investment Adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal Federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 15 calendar days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president President of the Sub-Sub- Adviser shall certify to Xxxxxxxx Xxxxxxxx the Adviser that the Sub-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 Xxxxxxxxthe Adviser, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxxthe Adviser, its employees or its agents to examine the reports required to be made to the Sub- Adviser by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx of any change of control of has provided the Sub-Adviser, including any change Adviser with a copy of its general partners or 25% shareholders or 25% limited partners, Form ADV 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. (d) The Sub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship most recently filed with the Series, Securities and Exchange Commission (the Trust, Xxxxxxxx Xxxxxxxx or any "SEC") and promptly will furnish a copy of their respective affiliates in offering, marketing or other promotional materials without all amendments to the prior express written consent of Xxxxxxxx XxxxxxxxAdviser at least annually.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Context Advisers 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx Context Advisers and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Context Advisers with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to Context Advisers at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx Context Advisers 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, to such change, to the extent such prior notice is possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx Context Advisers or any of their respective affiliates known to the Sub-Adviser in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxContext Advisers, or an authorized representative thereof. (f) The Sub-Adviser hereby represents that it has implemented policies and procedures 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 Context Advisers, the Trust’s custodian, or other persons expressly designated by Context Advisers. The Sub-Adviser further represents that it implemented policies and procedures reasonably designed to prevent it, its employees and agents from trading on the basis of any material non-public information provided by Context Advisers, the Trust, their affiliates or agents. (g) The Sub-Adviser hereby represents, warrants and agrees that: (1) it is currently registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator and is a member of the National Futures Association (the “NFA”), and, if required in connection with this Agreement, will continue to be so registered 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 extent applicable; and (3) it will provide all information reasonably required by Context Advisers to fulfill any disclosure and reporting obligations of Context Advisers with respect to the Fund under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 will provide Xxxxxxxx Xxxxxxxx the Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx the Adviser 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 Xxxxxxxxthe Adviser, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxxthe Adviser, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Contract is its Form ADV most recently filed with the Securities and Exchange Commission ("SEC") and promptly will furnish a copy of all amendments to the Adviser at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx the Adviser of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Funds or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Mxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify the Sub-Sub- Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (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 will provide Xxxxxxxx Mxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 Mxxxxxxx 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 Sub- Advisers 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 Mxxxxxxx Xxxxxxxx, the Sub-Adviser shall permit Xxxxxxxx Mxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided Mxxxxxxx Xxxxxxxx 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 Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Mxxxxxxx Xxxxxxxx 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, 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. (de) 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 Series, the Trust, Xxxxxxxx Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Mxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants ------------------------------ and agrees as follows: (a) The Sub-Adviser Adviser: (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met met, and will seek to continue to meet for so long as this Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly immediately notify 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. (b) The Sub-Adviser shall notify Xxxxxxxx Xxxxxxxx of any change in the membership of the Sub-Adviser within a reasonable time after such change. (c) The Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 1 7j-1 under the 1940 Act and will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen 45 days of after the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice vice-president of the Sub-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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 1 7j-1 (c) (1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser will notify has provided Xxxxxxxx Xxxxxxxx of any change of control of the Sub-Adviser, including any change with a copy of its general partners or 25% shareholders or 25% limited partnersForm ADV as most recently filed with the Securities and Exchange Commission ("SEC") and will, as applicable, and promptly after filing 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. (d) The Sub-Adviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly amendment to its relationship Form ADV with the SeriesSEC, the Trust, Xxxxxxxx Xxxxxxxx or any furnish a copy of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of such amendment to Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Bartlett of the occurrence of any event xxx xxxxt 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. (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 will provide Xxxxxxxx Xxxxxxxx Bartlett and the Board with a copy of such xxxx xx that code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president managing director of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx Bartlett that the Sub-Adviser has complied xxx xxxxlied 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 XxxxxxxxBartlett, the Sub-Adviser shall permit Xxxxxxxx Xxxxxxxxshalx xxxxxx Bartlett, its employees or its agents xxxxxx to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Bartlett and the Trust with a xxxx xx its Form ADV as most recently filed with the Securities and Exchange Commission ("SEC") and promptly will furnish a copy of all amendments to Bartlett and the Trust at leasx xxxxxxly. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx Bartlett of any change of control of the contxxx xx xhe Sub-Adviser, including any change of its general partners or 25% shareholders or 25% limited partnersshareholders, 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, to or promptly after, at the time of such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Context Advisers 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx Context Advisers and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx Context Advisers 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 XxxxxxxxContext Advisers, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxContext Advisers, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Context Advisers with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to Context Advisers at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx Context Advisers 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx Context Advisers or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxContext Advisers. (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 Context Advisers, the Trust's custodian, or other persons expressly designated by Context Advisers. 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 Context Advisers, the Trust, their affiliates or agents. (g) The Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the "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 extent applicable; and (3) it will provide all information reasonably required by Context Advisers to fulfill any disclosure and reporting obligations of Context Advisers with respect to the Fund under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 duly authorized officer 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 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. (de) The Xxxxxxxx Xxxxxxxx and the Sub-Adviser agrees agree that neither itof them, nor any of its their affiliates, will in any way refer directly or indirectly to its their relationship with the Series, the Trust, Xxxxxxxx Xxxxxxxx one another or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxxthe other, which consent will be promptly provided and not unreasonably withheld.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 Advisers 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 XxxxxxxxUBS Global AM, with respect to violations of the Sub-Advisers code of ethics potentially affecting the EAFE Opportunities Segment the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports (or summaries of reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to 17j-1(c) (1) evidencing enforcement of the Sub-Adviser's Advisers code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 Trusts portfolio holdings to any person or entity other than UBS Global AM, the Trusts custodian, or other persons expressly designated by UBS Global 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 Global AM, the Trust, their affiliates or agents. UBS Global AM acknowledges that the Sub-Adviser manages other accounts, including other mutual funds following the same investment strategy as the Portfolio and that those other accounts may have different portfolio holdings disclosure policies. The Sub-Adviser hereby represents that any such disclosure by Sub-Adviser does not and will not indicate that the Portfolio follows the same strategy.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Sub- Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Sub- Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 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 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. (de) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify Xxxxxxxx Xxxxxxxx Mitchell Hutchins of the occurrence of any event that would disqualify the Subdisxxxxxxx xxx Xxx-Adviser Xdviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (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 will provide Xxxxxxxx Xxxxxxxx Mitchell Hutchins and the Board with a copy of such code of ethicsethxxx, together with xxxxxxxx xxxh evidence of its adoption. Within 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 or the general counsel of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx Mitchell Hutchins that the Sub-Adviser has complied with the requirements of Rule rexxxxxxxxxx xx Xxxe 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 XxxxxxxxMitchell Hutchins, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxMitchell Hutchixx, its employees xxx xxxxxxxxx or its agents to examine the reports required to rxxxxxx xxxxxxxx xo be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Mitchell Hutchins with a copy of its Form ADV, as most recently xxxxx xxxx xxx Xecurities and Exchange Commission ("SEC") and promptly will notify Xxxxxxxx Xxxxxxxx furnish a copy of all amendments to Mitchell Hutchins at least annually. (d) The Sub-Adviser xxxx xxxxxx Xxxxxell Hutchins of any change of control of the Sub-Adviser, including any change xxxxxxxxx xxx xxxnge of its 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. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM of any change of control of the Sub-Adviser, including any change of its general partners or 25% shareholders a any change to a shareholder or 25% limited partnerspartner, as applicable, with 25% or more ownership, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, nor any of its affiliates, it will not in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS Global AM. (f) Except as otherwise allowed by this Agreement (including Section 12) or the Trust Compliance Procedures, 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, regulators or other persons expressly designated by UBS Global 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 Global AM, the Trust, their affiliates or agents. (g) the Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor and is a member of the National Futures Association (the “NFA”) if either is 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 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 Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met met, and will seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify Xxxxxxxx Xxxxxxxx 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. (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 Rule 204A-1 under the Advisers Act and will provide Xxxxxxxx Xxxxxxxx UBS Global AM and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice president duly authorized officer of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx 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 ’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 XxxxxxxxUBS Global AM, the Sub-Adviser shall permit Xxxxxxxx XxxxxxxxUBS Global AM, its employees or its agents to examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's ’s code of ethics. (c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, as most recently filed with the SEC, and promptly will furnish a copy of all amendments to UBS Global AM at least annually. (d) The Sub-Adviser will notify Xxxxxxxx Xxxxxxxx UBS Global AM 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, and any changes in the key personnel who are either the portfolio manager(s) of the Series Portfolio or senior management of the Sub-Adviser, in each case prior to, to or promptly after, as soon after such changechange as possible. (de) The Sub-Adviser agrees that neither it, it nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the SeriesTrust, the TrustPortfolio, Xxxxxxxx Xxxxxxxx UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx XxxxxxxxUBS 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 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 Global AM, the Trust, their affiliates or agents. (g) The Sub-Adviser hereby represents, warrants and agrees that: (1) it is registered with the Commodity Futures Trading Commission (the “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 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 Portfolio under the CEA and the rules of the CFTC and the NFA.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct 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 ContractAgreement; (iii) has met and will seek to continue to meet meet, for so long as this Contract Agreement remains in effect, any other 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 ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this ContractAgreement; and (v) will promptly notify 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. In addition to being registered as an investment adviser, the Sub-Adviser is regulated in the conduct of its investment business in the United Kingdom by the investment Management Regulatory Organization Limited ("IMRO"). The Sub-Adviser confirms that the Fund is a Non-private Customer as defined by IMRO. (b) The Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that this Contract Agreement is in effect, the president or a vice vice-president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-Adviser has complied with the requirements of Rule 17j-1 17j-l 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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-l(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) Not less than 48 hours prior to the signing of this Agreement, the Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, to or promptly after, after such change. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants ------------------------------- and agrees as follows: (a) The Sub-Adviser (i) is not required to be registered as an investment adviser under the Advisers ActAct and will continue to be so registered for so long as this Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Contract; (iii) has met and will seek to continue to meet for so long as this Contract remains in effect, any other 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify 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. (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 will provide Xxxxxxxx Xxxxxxxx and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen forty-five days of the end of the last calendar quarter of each year that this Contract is in effect, the president or a vice vice- president of the Sub-Adviser shall certify to Xxxxxxxx Xxxxxxxx that the Sub-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 shall permit Xxxxxxxx Xxxxxxxx, its employees or its agents to examine the reports required to be made by to the Sub-Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Sub-Adviser's code of ethics. (c) The Sub-Adviser has provided Xxxxxxxx Xxxxxxxx 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 Securities and 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 general partners or 25% shareholders or 25% limited partnersshareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Series Fund or senior management of the Sub-Adviser, in each case prior to, or promptly after, such change. (de) 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 SeriesTrust, the TrustFund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, represents and warrants to the Fund and agrees as follows: (a) The Sub-the Adviser that it: (i) is not required to be registered as an investment adviser under the Advisers ActAct (and shall 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 ContractAgreement; (iii) has met met, and will shall seek to continue to meet for so long as this Contract Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this ContractAgreement; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will shall promptly notify Xxxxxxxx Xxxxxxxx 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 Act or otherwise. ; (bv) The shall promptly notify the Fund if the Sub-Adviser is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; (vi) shall promptly notify the Fund of any material fact known to the Sub-Adviser regarding or relating to the Sub-Adviser that would make any written information provided to the Fund materially inaccurate or incomplete or if any written information becomes untrue in any material respect; (vii) shall promptly notify the Fund if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics and appropriate procedures complying Code that complies with the requirements of Rule 17j-1 under the 1940 Act Act; and will provide Xxxxxxxx Xxxxxxxx (ix) it has adopted and the Board with a copy of such code of ethics, together with evidence of its adoption. Within fifteen days of the end of the last calendar quarter of each year that implemented (and shall continue to maintain and implement for so long as this Contract is Agreement remains in effect, ) policies and procedures reasonably designed to prevent violations of Federal Securities Laws by 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 shall permit Xxxxxxxx Xxxxxxxx, its employees employees, officers, and agents as may be required by Rule 206(4)-7 under the Adviser Act. For purposes of this paragraph, a “material adverse change” shall include, but shall not be limited to, a material loss of assets or its agents to examine accounts under management or the reports required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant departure of senior investment professionals to the Sub-Adviser's code extent such professionals are not replaced promptly with professionals of ethicscomparable quality. (c) 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 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. (d) 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 Series, the Trust, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Xxxxxxxx Xxxxxxxx.