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 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.

REPRESENTATIONS OF SUB-ADVISER. The Sub- Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is registered as an Investment Adviser 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 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 the Adviser UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

REPRESENTATIONS OF SUB-ADVISER. The Sub- 62. Adviser represents, warrants and agrees as followshereby represents that it: (a) The Sub-Adviser (i) is registered as an Investment Adviser investment adviser b) under the Advisers Act and will c) continue to be so registered for so d) long as this Agreement remains in e) effect; (iif) is not prohibited by the 1940 Act or g) the Advisers Act from performing h) investment advisory services to the services contemplated by this Agreementi) Fund; (iiij) has met, and will seek to continue to meet k) for so long as this Agreement l) remains in effect, any other applicable Federal m) federal or state requirements, or the n) applicable requirements of any o) regulatory or industry self-regulatory agency, p) agency necessary to be met in order q) to perform investment advisory r) services for the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this AgreementFund; and (vs) will promptly immediately notify the Adviser Manager t) of the occurrence of any event that u) would disqualify the Sub-Adviser v) from serving as an investment w) adviser of an investment company x) pursuant to Section 9(a9 (a) of the 1940 y) Act or otherwise. 63.

REPRESENTATIONS OF SUB-ADVISER. The Sub- Sub-Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is registered as an Investment Adviser 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 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.

REPRESENTATIONS OF SUB-ADVISER. The Sub- Adviser represents, warrants and agrees as follows: (a) The Sub-Adviser (i) is registered as an Investment Adviser 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 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.