Common use of UBS Clause in Contracts

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 ▇▇▇▇▇▇ ▇f 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 of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis.

UBS. UBS represents shall be liable for any and warrants all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to IMCO that which the Trust, a Fund, IMCO, any affiliated persons thereof (iwithin the meaning of the 1940 Act) and any controlling p▇▇▇▇▇▇ thereof (as described in Section 15 of the retention Securities Act 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, subject1933, as to enforcementamended (the 1933 Act)) (collectively, 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); (ivIMCO Indemnities) UBS is registered as an investment adviser may become subject under the Advisers 1933 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 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 lawmaterials 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, regulation if such statement 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 omission was made in reliance upon information furnished in writing to IMCO at least annually; (ix) or the Trust by UBS will notify IMCO of any "assignment" 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 the 1940 Act) 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 ▇▇▇▇▇▇ ▇f control of UBS, as applicable, and any changes in the key personnel who are either Investment Advisory Agreement with 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 of performance or investment results will be achieved by the Fund, whether on a relative or absolute basisTrust.