Common use of REPRESENTATIONS OF SUB-ADVISER Clause in Contracts

REPRESENTATIONS OF SUB-ADVISER. The Sub Adviser represents, warrants and agrees as follows: (a) The Sub Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify 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 complying with the requirements of Rule 17j1 under the 1940 Act and will provide 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 Agreement is in effect, a duly authorized officer of the Sub Adviser shall certify to UBS Global Americas that the Sub Adviser has complied with the requirements of Rule 17j1 during the previous year and that there has been no material violation of the Sub Advisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub Adviser shall permit UBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub 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 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 Portfolio or senior management of the Sub Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a1) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, ,any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global Americas 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. (b2) The Sub Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide 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 Agreement is in effect, a duly authorized officer of the Sub Sub-Adviser shall certify to UBS Global Americas that the Sub Sub- Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub Sub-Advisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request of UBS Global Americas, the Sub Sub-Adviser shall permit UBS Global Americas, 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 Advisers code of ethics17j-1. (c3) The Sub 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. 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-Advisers Form ADV Part II as may be amended from time to time. (d4) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio or senior management of the Sub Sub-Adviser, in each case prior to or promptly after such change. (e5) UBS Global Americas and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8(6) It is understood that the name Xxxxxxx, Xxxxx & Co. or Xxxxxxx Xxxxx or any derivative thereof, any tradename, trademark, trade device, service mark, 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-Advisers 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-Advisers 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. (b) Representations and Warranties of UBS Global Americas. UBS Global Americas represents and warrants to the Sub-Adviser the following: (1) UBS Global Americas has all requisite corporate power and authority under the laws of the Commonwealth of Delaware and federal securities laws and under the Management Agreement with the Trust to execute, deliver and perform this Agreement. (2) UBS Global Americas is a registered investment adviser under the Advisers Act and is in material compliance with all other required registrations under applicable federal and state law relevant hereto. (3) UBS Global Americas has complied, in all material respects, with all registrations required by, and will comply, in all material respects, with all applicable rules and regulations of the Commission relevant hereto. (4) UBS Global Americas has received a copy of Part II of Sub-Advisers Form ADV at least two days in advance of the execution of this contract. (5) UBS Global Americas agrees that the Sub-Adviser shall have no responsibility or liability arising out of any non-compliance by the Portfolio or UBS Global Americas with anti-money laundering regulations. UBS Global Americas hereby certifies that UBS Global Americas has implemented an anti-money laundering program and a customer identification program (CIP) that each comply with the requirements of applicable law, including the Bank Secrecy Act and U.S.A. PATRIOT ACT of 2001 and the regulations promulgated thereunder, and that UBS Global Americas or its affiliates will perform or obtain the requisite assurances with respect to the performance of the requirements of such programs with respect to the investors in the Portfolio. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global Americas Xxxxxxxx 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 Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement is in effect, the president or a duly authorized officer vice-president of the Sub Sub-Adviser shall certify to UBS Global Americas Xxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub Advisers Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AmericasXxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasXxxxxxxx Xxxxxxxx, 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 Advisers Sub-Adviser's code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas Xxxxxxxx Xxxxxxxx with a copy of its Form ADV, 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 Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas Xxxxxxxx Xxxxxxxx of any change of control of the Sub 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 Portfolio or senior management of the Sub Sub-Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8.A-3

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub- Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas Xxxxxxxx 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice president of the Sub Sub-Adviser shall certify to UBS Global Americas Xxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub Advisers Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AmericasXxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasXxxxxxxx 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 Advisers Sub- Adviser's code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas Xxxxxxxx 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 Portfolio Series or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another 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 the other, which consent will be promptly provided and not unreasonably withheldXxxxxxxx Xxxxxxxx. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice president of the Sub Sub-Adviser shall certify to UBS Global Americas Mxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global AmericasMxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasMxxxxxxx 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-Advisers code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio Series or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Series, the Trust, Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of the other, which consent will be promptly provided and not unreasonably withheldMxxxxxxx Xxxxxxxx. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, a duly authorized an officer of the Sub Sub-Adviser shall certify to UBS Global Americas Mxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub Advisers Sub-Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AmericasMxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasMxxxxxxx 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 Advisers Sub-Adviser's code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio Fund or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Fund, Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the rior express written consent of the other, which consent will be promptly provided and not unreasonably withheldMxxxxxxx Xxxxxxxx. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; effect (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; Contract (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self- regulatory agency, agency necessary to be met in order to perform the services contemplated by this Agreement; Contract (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice president of the Sub Sub-Adviser shall certify to UBS Global Americas Mxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global AmericasMxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasMxxxxxxx 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 Sub-Advisers code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio Series or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Series, the Trust, Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of the other, which consent will be promptly provided and not unreasonably withheldMxxxxxxx Xxxxxxxx. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Adviser represents, warrants and agrees as follows: (a) The Sub Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify 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 complying with the requirements of Rule 17j1 under the 1940 Act and will provide 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 Agreement is in effect, a duly authorized officer of the Sub Adviser SubAdviser shall certify to UBS Global Americas that the Sub Adviser SubAdviser has complied with the requirements of Rule 17j1 during the previous year and that there has been no material violation of the Sub Advisers SubAdvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub Adviser shall permit UBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub Advisers code of ethics17j-1. (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 UBS Global Americas 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 Portfolio or senior management of the Sub AdviserSubAdviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice president of the Sub Sub-Adviser shall certify to UBS Global Americas Mxxxxxxx Xxxxxxxx that the Sub Sub- Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global AmericasMxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasMxxxxxxx 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 Sub- Advisers code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio Series or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Series, the Trust, Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8Mxxxxxxx Xxxxxxxx.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice president of the Sub Sub-Adviser shall certify to UBS Global Americas Mxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global AmericasMxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasMxxxxxxx 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 Sub-Advisers code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio Series or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Series, the Trust, Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of the other, which consent will be promptly provided and not unreasonably withheldMxxxxxxx Xxxxxxxx. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global Americas 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 complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide 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 Agreement is in effect, the president or a duly authorized officer vice-president of the Sub Sub-Adviser shall certify to UBS Global Americas that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global Americas, the Sub Sub-Adviser shall permit UBS Global Americas, 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-Advisers code of ethics. (c) The Sub 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 Sub-Adviser shall provide notice to UBS Global Americas within a reasonable time after being informed or learning of the death or withdrawal of any if its partners, upon the admission of any new partners or upon any other change in its membership. (e) The Sub-Adviser will notify UBS Global Americas of any change of control of the Sub 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 Portfolio or senior management of the Sub Sub-Adviser, in each case prior to or promptly after such change. (ef) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Trust, the Portfolio, UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheldUBS Global Americas. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global Americas 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 complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide 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 Agreement is in effect, a duly authorized officer of the Sub Sub-Adviser shall certify to UBS Global Americas that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global Americas, the Sub Sub-Adviser shall permit UBS Global Americas, 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-Advisers code of ethics. (c) The Sub 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 Sub-Adviser will notify UBS Global Americas 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 Portfolio or senior management of the Sub Sub-Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global Americas 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 complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide 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 Agreement is in effect, the president or a duly authorized officer vice-president of the Sub Sub-Adviser shall certify to UBS Global Americas that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global Americas, the Sub Sub-Adviser shall permit UBS Global Americas, 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-Advisers code of ethics. (c) The Sub 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. annually (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio or senior management of the Sub Sub-Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Trust, the Portfolio, UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8UBS Global Americas.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global Americas 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 complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide 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 Agreement is in effect, the president or a duly authorized officer vice-president of the Sub Sub-Adviser shall certify to UBS Global Americas that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global Americas, the Sub Sub-Adviser shall permit UBS Global Americas, 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-Advisers code of ethics. (c) The Sub 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 Sub-Adviser will notify UBS Global Americas 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 Portfolio or senior management of the Sub Sub-Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Trust, the Portfolio, UBS Global Americas or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global Americas. Notwithstanding, the otherSub-Adviser is permitted to disclose information necessary for it to perform its duties under this Agreement to banks, which consent will be promptly provided brokers, dealers and not unreasonably withheld. 8other financial intermediaries.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas Xxxxxxxx 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 Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice-president of the Sub Sub-Adviser shall certify to UBS Global Americas Xxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub Advisers Sub- Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global AmericasXxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasXxxxxxxx Xxxxxxxx, 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 Advisers Sub-Adviser's code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Xxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas Xxxxxxxx Xxxxxxxx of any change of control of the Sub 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 Portfolio Fund or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Trust, the Fund, Xxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheldXxxxxxxx Xxxxxxxx. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self- regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice president or the general counsel of the Sub Sub-Adviser shall certify to UBS Global Americas Mxxxxxxx Xxxxxxxx that the Sub Sub- Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global AmericasMxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasMxxxxxxx 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 Sub-Advisers code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio Series or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, warrants and agrees as follows: (a) The Sub Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (iii) has met, met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self- regulatory agency, agency necessary to be met in order to perform the services contemplated by this AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (v) will promptly notify UBS Global Americas 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 Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j1 17j-1 under the 1940 Act and will provide UBS Global Americas 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 Agreement Contract is in effect, the president or a duly authorized officer vice president of the Sub Sub-Adviser shall certify to UBS Global Americas Mxxxxxxx Xxxxxxxx that the Sub Sub-Adviser has complied with the requirements of Rule 17j1 17j-1 during the previous year and that there has been no material violation of the Sub 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 UBS Global AmericasMxxxxxxx Xxxxxxxx, the Sub Sub-Adviser shall permit UBS Global AmericasMxxxxxxx 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 Sub-Advisers code of ethics. (c) The Sub Sub-Adviser has provided UBS Global Americas 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 UBS Global Americas Mxxxxxxx Xxxxxxxx at least annually. (d) The Sub Sub-Adviser will notify UBS Global Americas 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 Portfolio Series or senior management of the Sub Sub-Adviser, in each case prior to to, or promptly after after, such change. (e) UBS Global Americas and the The Sub-Adviser agree agrees that neither of them it, nor any of their its affiliates, will in any way refer directly or indirectly to their its relationship with one another the Series, the Trust, Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of the other, which consent will be promptly provided and not unreasonably withheldMxxxxxxx Xxxxxxxx. 8.

REPRESENTATIONS OF SUB-ADVISER. The Sub Sub-Adviser represents, represents and warrants to the Fund and agrees as followsthe Adviser that it: (a) The Sub Adviser (i) is registered as an investment adviser under the Advisers Act (and will 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 Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify UBS Global Americas the Fund 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. ; (bv) The Sub 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 complying Code that complies with the requirements of Rule 17j1 17j-1 under the 1940 Act Act; and will provide UBS Global Americas (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 Agreement is remains in effect) policies and procedures reasonably designed to prevent violations of Federal Securities Laws by the Adviser, its employees, officers, and agents as may be required by Rule 206(4)-7 under the Adviser Act. For purposes of this paragraph, a duly authorized officer “material adverse change” shall include, but shall not be limited to, a material loss of assets or accounts under management or the Sub Adviser shall certify to UBS Global Americas that the Sub Adviser has complied with the requirements departure of Rule 17j1 during the previous year and that there has been no material violation of the Sub Advisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of UBS Global Americas, the Sub Adviser shall permit UBS Global Americas, its employees or its agents to examine the reports required to be made by the Sub Adviser pursuant to Rule 17j-1 and all other records relevant senior investment professionals to the Sub Advisers code extent such professionals are not replaced promptly with professionals 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 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 Portfolio or senior management of the Sub Adviser, in each case prior to or promptly after such change. (e) UBS Global Americas and the Sub-Adviser agree that neither of them nor any of their affiliates, will in any way refer directly or indirectly to their relationship with one another or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the other, which consent will be promptly provided and not unreasonably withheld. 8comparable quality.