UBS Sample Clauses

UBS. UBS" shall mean the Union Bank of Switzerland, a Swiss banking corporation, acting through its Los Angeles branch.

UBS. FS agrees to make Shares available to its clients only at their current offering price, as determined in accordance with each Fund’s Prospectus and SAI. UBS-FS assumes no responsibility or liability for the determination of that offering price. UBS-FS agrees to deliver or cause to be delivered to each client, at or prior to the time of any purchase of Shares of the applicable Fund, a copy of the Prospectus of the Fund, unless such Prospectus already has been furnished to the client. UBS-FS agrees to deliver or cause to be delivered, upon request by a client, a copy of the SAI of the applicable Fund. UBS-FS agrees to place orders for Fund Shares only to cover purchase orders that UBS-FS has previously received from its clients. UBS-FS will not withhold placing client’s orders so as to profit itself as a result of such withholding (for example, by a change in the applicable Fund’s net asset value from that used in determining the offering or redemption price to UBS-FS’ clients). Notwithstanding any other provision of this Agreement, UBS-FS may assess a transaction fee against its clients upon the purchase, exchange, or redemption of Fund Shares for the execution of such orders. Further, UBS-FS agrees to cooperate with reasonable efforts by the Funds to assure themselves that UBS-FS has implemented effective compliance policies and procedures administered by qualified personnel including, without limitation: permitting the Funds to become familiar with UBS-FS’ operations; permitting the Funds to maintain an active working relationship with compliance personnel of UBS-FS; and making UBS-FS personnel and applicable policies and procedures, or summaries thereof, available to such audit personnel as the Funds may designate to audit the effectiveness of their compliance controls. The applicable Fund shall bear any expenses incurred by UBS-FS in connection with any request by such Fund pursuant to the immediately preceding paragraph. If UBS-FS clients submit Share certificates for transfer, UBS-FS, if UBS-FS accepts the certificates into custody, will deposit such certificates, properly endorsed, with the Fund or its agent in accordance with the NETWORKING Agreement, applicable NSCC rules and procedures, and any other procedures that the parties may agree upon from time to time.

UBS. Global AM represents that the Sub-Adviser is authorized to use and disclose information concerning the Portfolio and the Segment to the extent permitted by applicable law, regulation or legal process for the purposes of meeting applicable transaction and other reporting requirements, including the reporting of such information to a swap data repository.

UBS. FS represents that it maintains and implements reasonably designed policies and procedures to comply with the Bank Secrecy Act (as amended by the USA PATRIOT Act) and its implementing regulations. UBS-FS also represents that it will adopt appropriate policies, procedures, and internal controls to comply with any additional laws, rules, or regulations, to which it may become subject. UBS-FS implements a Customer Identification Program (“CIP”) on its underlying customers who invest in the Fund, which includes forming a reasonable belief as to the identity of the underlying customer and the beneficial ownership of that customer, where applicable. UBS-FS also conducts customer due diligence on its underlying customers including the collection of the customer’s source of funds and understanding the nature and purpose of the account. Enhanced due diligence is performed on customers that are determined to pose a higher risk, which includes but are not limited to Politically Exposed Persons (PEPs)). Additionally, and in accordance with Section 356 of the USA PATRIOT Act, UBS-FS maintains a reasonably designed suspicious activity program to detect and report suspicious activity to relevant authorities. UBS-FS represents that it is aware of and maintains reasonably designed policies and procedures to comply with the United States regulations administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) which prohibit, among other things, the engagement in transactions with, holding the securities of, and the provision of services to certain embargoed foreign countries and specially designated nationals, specially designated narcotics traffickers, terrorists, supporters of terrorism and other prohibited parties. UBS-FS further represents that to the best of its knowledge any entity or individual with which it transacts business (and where applicable, their beneficial owners) is: (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation or any sanctions list issued by the European Union or the United Nations (collectively, the “Lists”) and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the Preside...

UBS. UBS represents and warrants to IMCO that (i) the retention of UBS by IMCO as contemplated by this Agreement is authorized by UBS's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which UBS or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of UBS and when executed and delivered by UBS will be a legal, valid and binding obligation of UBS, enforceable against UBS in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) UBS is registered as an investment adviser under the Advisers Act; (v) UBS has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that UBS and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, UBS shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) UBS is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) UBS will promptly notify IMCO of the occurrence of any event that would disqualify UBS from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) UBS has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) UBS will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or xxxxxx xf control of UBS, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of UBS, in each case prior to or promptly after, such change; and (x) UBS has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. UBS makes no representation or warranty, express or implied, that any level o...

UBS. FS represents that it maintains and implements reasonably designed policies and procedures to comply with the Bank Secrecy Act (as amended by the USA PATRIOT Act) and its implementing

UBS. Union de Banques Suisses (Luxembourg) S.A, and its successors and assigns.

UBS. (a) [*****] (Cash Management) (b) [*****] (Credit Line)

UBS. Except as otherwise expressly permitted in this Agreement, during the Term of this Agreement, UBS, their respective officers, directors, employees, agents and representatives, will not solicit, encourage submission of a proposal for, negotiate, or enter into any arrangement or agreement with any other party, other than UBS or its Affiliates, that would permit the redistribution of any IOI or any data related thereto to any other Person, other than to UBS or its Affiliates.

UBS. LIMITED, with registered office at 0 Xxxxxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, acting as joint global coordinator, joint bookrunner and underwriter (hereinafter, “UBS”);