0001193125-16-425340 Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • January 11th, 2016 • Master Trust • Delaware

THIS AGREEMENT is made and entered into as of the 23rd day of August, 2007 and amended and restated as of January 7, 2016, by and between UBS MONEY SERIES, a Delaware statutory trust (the “Feeder Trust”), on behalf of its series listed in Appendix A (the “Feeder Funds”); and MASTER TRUST, a Delaware statutory trust (the “Master Trust”), on behalf of its series listed in Appendix B (the “Master Portfolios”).

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PRIVATE PLACEMENT AGENCY CONTRACT
Exclusive Placement Agent Agreement • January 11th, 2016 • Master Trust • New York

This letter agreement (“Agreement”) confirms the appointment of UBS Asset Management (US) Inc. (“UBS AM (US)”) as an exclusive private placement agent in connection with the sale of units of beneficial interest (the “Interests”) that are issued by Master Trust, a Delaware statutory trust, with respect to each of its series offered or to be offered as set forth in Exhibit A hereto (as such Exhibit shall be modified from time to time) (the “Funds”).

AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • January 11th, 2016 • Master Trust • Delaware

This management contract (“Contract”) made as of August 23, 2007 and amended and restated as of January 7, 2016, between MASTER TRUST, a Delaware statutory trust (“Trust”), and UBS ASSET MANAGEMENT (AMERICAS) INC. (“UBS AM”), a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

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