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 the 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 customer, at or prior to the time of any purchase of shares of a Fund, a copy of the Prospectus of the Fund, unless such Prospectus already has been furnished to the customer. UBS-FS agrees to deliver or cause to be delivered, upon request by a customer, a copy of the SAI of the Fund. UBS-FS agrees to place orders for Fund shares only to cover purchase orders that UBS-FS has previously received from its customers. UBS-FS will not withhold placing customers’ orders so as to profit itself as a result of such withholding (for example, by a change in a Fund’s net asset value from that used in determining the offering or redemption price to UBS-FS’ customers). Notwithstanding any other provision of this Agreement, UBS-FS may assess a transaction fee against its customers 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 Distributor or the Funds to assure themselves that UBS-FS has implemented effective compliance policies and procedures administered by qualified personnel including, without limitation: permitting Distributor and the Funds to become familiar with UBS-FS’ operations; permitting Distributor and 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 Distributor or the Funds may designate to audit the effectiveness of its compliance controls. Distributor shall bear any expenses incurred by UBS-FS in connection with request by the Distributor or the Funds 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 Delegated Services Agreement, applicable NSCC rules and procedures, and any other procedures that the parties may agree upon from time to time.
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. 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. UBS shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling pxxxxxx thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard of UBS in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to UBS which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to IMCO or the Trust by UBS Indemnities (as defined below) for use therein. UBS shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDED, HOWEVER, that in no case is UBS's indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.
UBS. (a) [*****] (Cash Management)
UBS. (i) is the subject of a petition filed under the bankruptcy laws of the United States; (ii) has made a general assignment for the benefit of its creditors; (iii) has had a receiver appointed for any part of its property; or (iv) dissolves or otherwise ceases to do business.
UBS. 102. The defendant UBS AG is a Swiss company based in Basel and Zurich, Switzerland. UBS AG is regulated in Canada under the Bank Act as a Schedule III bank. 103. The defendant UBS Securities LLC is a Delaware limited liability company headquartered in Stamford, Connecticut, and is a wholly owned subsidiary of UBS AG.
UBS. Affiliate", as applied to any Person, means any other Person that --------- directly or indirectly controls, is controlled by, or is under common control with, that Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to vote ten percent (10.0%) or more of the equity Securities having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting equity Securities or by contract or otherwise.
UBS. All references to Enron North America Corp., formerly known as Enron Capital & Trade Resources Corp. (“ENA”), in the Reference Agreement shall be replaced with references to UBS AG, a bank organized under the laws of Switzerland (“UBS”).
