UBS AM (AMERICAS) LLC - GRA AMERICAS FORM ADV PART 2A

UBS Asset Management LLC GRA Americas Form ADV Part 2A Form ADV Part 2A Brochure Item 1 – Cover Page SEC File Number 801-34910 Global Real Assets (GRA) Americas, a distinct business unit of UBS Asset Management (Americas) LLC 1285 Avenue of the Americas New York, NY 10019 (212) 713-2000 https://www.ubs.com/us/en/assetmanagement/capabilities/infrastructure.html March 31, 2026 This brochure (“Brochure”) provides information about the qualifications and business practices of UBS Asset Management (Americas) LLC. If you have any questions about the contents of this Firm Brochure, please contact OL- GRA_ADV@ubs.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC “) or by any state securities authority. Additional information about UBS Asset Management (Americas) LLC (“UBS AMA LLC”) is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our Firm’s CRD number is 106838. UBS Asset Management (Americas) LLC is registered as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. ’ 1  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 2: Material Changes UBS Asset Management (Americas) LLC (“UBS AMA LLC” ) filed its most recent annual update to the Brochure on March 31, 2025, and its latest other-than-annual update on January 9, 2026 to reflect material changes to its principal office and place of business address. Sale of the O’Connor Business Unit Transaction Overview On May 28, 2025, UBS AMA LLC announced that it had entered into an agreement (in its final form as amended through December 19, 2025) to sell its O’Connor business unit (“O’Connor Sale”) to Cantor Fitzgerald, L.P. (“Cantor Fitzgerald”). Cantor Fitzgerald is a privately owned Delaware limited partnership, which provides a broad array of financial services worldwide, including through its asset management division. The O’Connor Sale comprised substantially all of O’Connor’s going-concern investment strategies consisting of registered and private funds as well as separately managed accounts (Global Multi-Strategy Alpha, Event Driven / Global Merger Arbitrage, Private Credit / Capital Solutions, and Commodities). The transaction closed in three stages, with the first closing occurring on December 31, 2025 (11:59 p.m. ET); the second one on February 1, 2026; and the third one on March 31, 2026. One O’Connor UCITS sub-advised by UBS AMA LLC - the UBS (Lux) Commodity Index Plus USD Fund - is currently expected to transfer to Cantor Fitzgerald on or as soon as practicable after April 1, 2026 for local Luxembourg regulatory reasons and subject to customary approvals. The related portfolio management and support teams, including investment specialists, technology, legal, compliance, and operations personnel, were transferred to Cantor Fitzgerald at the respective closing dates. The 1st closing of the O’Connor Sale included O’Connor’s Global Multi-Strategy Alpha and Event Driven / Global Merger Arbitrage strategies. The 2nd closing covered O’Connor’s Private Credit / Capital Solutions strategies. The 3rd closing primarily covered O’Connor’s Commodities strategies. Transition Service Arrangements The O’Connor Sale took the form of an asset transfer, coupled with a Sub-Advisory Agreement (“SAA”), a Transition Services Agreement (“TSA”) and a Reverse Transition Services Agreement (“RTSA”), effective immediately upon the 1st closing date. The TSA and the RTSA are in effect until the 1st anniversary of the 3rd closing date, subject to a 3-month extension option. The SAA terminated on March 31, 2026. The TSA and RTSA relate to the provision of non-regulated services (e.g., middle office) from UBS to Cantor Fitzgerald (TSA) and Cantor Fitzgerald to UBS (RTSA), respectively, for O’Connor business transferred to Cantor (TSA) and for O’Connor business that was not transferred to Cantor (RTSA) at the 1st or 2nd Closing. The SAA covered the provision of regulated services (e.g., trade execution and portfolio management) from the 1st closing date for certain portions of one strategy of O’Connor. O’Connor Strategies Retained by UBS AM for Wind-down and Liquidation The following O’Connor strategies consisting of private and other commingled funds, and a separate managed account, were not part of the O’Connor Sale: the Working Capital Finance Strategy, the China Long/Short Equity Strategy, and a Swiss Commodities Fund (together, “Retained O’Connor Strategies”). Following the 1st closing date of the O’Connor Sale, these strategies have been in the process of being wound down and liquidated, which is currently expected to be completed by the 2nd quarter of 2026, except that the wind-down of the Working Capital Finance Strategy funds is expected to depend on the duration of the Chapter 11 bankruptcy proceeding of First Brands Group, LLC, one of the funds’ main portfolio investments of the Working Capital Strategy funds. None of the Retained O’Connor Strategies are accepting new investors or making new investments, and no investment advisory or other activity is occurring in any of them, except 2  UBS Asset Management LLC GRA Americas Form ADV Part 2A for activities required for an orderly wind-down and liquidation. For the duration of the wind-down period, the Retained O’Connor Strategies are being incorporated into UBS AM (defined below), effective immediately following the 1st closing of the O’Connor Sale. Other Material Changes QPAM Exemption As described in more detail in Item 4: Advisory Business – ERISA Clients of this Brochure, since May 5, 2025, UBS AMA LLC has operated under a 1-year grace period provided by the Department of Labor’s QPAM class exemption PTE 84-14 after it lost its individual Qualified Professional Asset Manager (“QPAM”) exemption under PTE 2025-03. This loss was the result of a disqualifying event occurring in a legacy wealth management legal entity of Credit Suisse for conduct unrelated to UBS and predating UBS’ acquisition of Credit Suisse. On February 26, 2026, the Department of Labor published a new draft individual exemption for comment, which, if granted, would be valid for 5 years and stipulate substantially identical conditions as those in PTE 2025-03. Global Real Assets – Exit of Energy Storage Investment Team During the third quarter of 2025, the Energy Storage Investment team of the Global Real Assets Americas business unit decided to leave UBS and start an independent Energy Storage management company. A new third-party manager is being considered. In parallel, UBS AMA LLC has signed a Management Services agreement with the previous Energy Storage Investment team to continue managing the portfolio, which became effective as of November 1, 2025. This transition has ensured continuity for the ongoing management of the portfolio. Global Real Assets – Departure of Global Head During the fourth quarter of 2025, the head of Global Real Assets elected to pursue other opportunities outside the firm. As part of a related organizational change, UBS Asset Management combined the Global Real Assets business with Investments, an internal organizational unit that comprises UBS AM and CIG (as defined below) as well. As a result, effective February 2026, GRA Americas is reporting ultimately to the Head of Investments. The Head of Investments is expected to serve as Co-Head of Investments, together with an external individual expected to join the firm on July 1, 2026, Accordingly, the organizational structure of UBS AMA LLC comprises the following businesses (1) the institutional advisory and fund business unit (“UBS AM”); (2) the multi-manager hedge fund, private credit, private equity, real estate and infrastructure advisory unit (“UGA”); (3) the Credit Investments Group (“CIG”), a global non-investment grade credit manager and (4) the direct investment infrastructure advisory business, which is managed as part of the (“Global Real Assets Americas” or “GRA Americas”) business unit. The direct real estate and direct farmland investment businesses of GRA Americas operate through two affiliated registered investment advisers, as described in Item 4 – Advisory Business of this Brochure. We may update this Brochure at any time and will either send you a copy or offer to send you a copy (either electronically or in hard copy) as may be necessary or required, but at least on an annual basis. Clients and prospective clients should review this entire brochure carefully. Additional information about GRA Americas, including a copy of this and Brochures for other business units within UBS AMA LLC, is also available on the SEC’s website at www.adviserinfo.sec.gov. 3  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................................. 1 Item 2: Material Changes ..................................................................................................................................... 2 Privacy Notice ...................................................................................................................................................... 5 Item 4: Advisory Business ..................................................................................................................................... 8 Item 5: Fees and Compensation ......................................................................................................................... 12 Item 6: Performance-Based Fees and Side-By-Side Management ........................................................................ 13 Item 7: Types of Clients ...................................................................................................................................... 14 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss .................................................................. 16 Item 9: Disciplinary Information .......................................................................................................................... 31 Item 10: Other Financial Industry Activities and Affiliations ................................................................................. 33 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................. 41 Item 12: Brokerage Practices .............................................................................................................................. 44 Item 13: Review of Accounts.............................................................................................................................. 45 Item 14: Client Referrals and Other Compensation ............................................................................................ 46 Item 15: Custody ............................................................................................................................................... 47 Item 16: Investment Discretion ........................................................................................................................... 48 Item 17: Voting Client Securities ........................................................................................................................ 49 Item 18: Financial Information............................................................................................................................ 50 4  UBS Asset Management LLC GRA Americas Form ADV Part 2A Privacy Notice FACTS WHAT DO THE UBS Asset Management US LEGAL ENTITIES (UBS AM US) DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. For example, certain products or services may share less data than others, but in no case will we share more than what is stated in the table below. This information can include: ▪ Social Security number and contact information ▪ account balances, assets and account transactions ▪ investment programs, experience and risk tolerance How? All financial companies need to share customers’ personal information to run as part of their everyday business activities. In the section below, we list the reasons financial companies can share their customers’ personal information, the reasons UBS AM US chooses to share, and whether you can limit this sharing. Reasons we can share your personal information Does UBS AM US share? Can you limit this sharing? Yes No For our everyday business purposes– such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No For our marketing purposes–internally and/or to service providers to offer our products and services to you and target our advertising Yes No For joint marketing with other financial companies Yes No For our affiliates’ everyday business purposes– information about your transactions and experiences Yes Yes For our affiliates’ everyday business purposes– information about your creditworthiness Yes Yes For our affiliates to market to you For nonaffiliates to market to you No We don’t share 5  UBS Asset Management LLC GRA Americas Form ADV Part 2A • To opt out, please notify your primary UBS contact To limit our sharing For questions, please notify your primary UBS contact Questions? What we do To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. How does UBS AM US protect my personal information? How does UBS AM US collect my personal information? We collect your personal information, for example, when you: ▪ open an account, or other investment programs ▪ give us your income information or provide account information ▪ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates or other companies. Why can’t I limit all sharing? Federal law gives you the right to limit only: ▪ sharing for affiliates’ everyday business purposes—information about your creditworthiness ▪ affiliates from using your information to market to you ▪ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. ▪ Our affiliates generally include companies with a UBS name and partnerships and other investment vehicles such as those listed in the UBS AM US legal entities section below. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. ▪ UBS AM US does not share with nonaffiliates so they can market to you and information with non-affiliates is shared only for everyday business purposes. Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ▪ Our joint marketing partners include categories of companies, such as broker-dealers and placement agents. Other important information State Law: We follow state law if it provides you with additional privacy protections, including: California residents - If you do not want us to share your information with our affiliates regarding your creditworthiness or to market their products and services to you, please let us know by using the options provided in the “To limit our sharing” section on page 1; Vermont residents - we automatically treat customers with a Vermont mailing address as having limited our sharing with affiliates unless you give us authorization for such sharing using the options provided in the “To limit our sharing” section on page 1. North Dakota residents - We will not disclose information we collect about you to non-affiliated third parties to market to you, other than as permitted by North Dakota law, unless you authorize us to make those disclosures by using the options provided in the “To limit our sharing” section on page 1. Nevada residents - We are providing you this notice under state law. You may be placed on our internal Do Not Call List by following the directions in the “To limit our sharing” section on page 1. Nevada law requires we provide the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington Avenue, Suite 3900, Las Vegas, NV 89101; Phone number: 702- 486-3132; email: AgInfo@ag.nv.gov. 6  UBS Asset Management LLC GRA Americas Form ADV Part 2A UBS AM US legal entities Registered Investment Advisors: UBS Asset Management (Americas) LLC; UBS Realty Investors LLC; UBS Farmland Investors LLC Broker Dealers: UBS Asset Management (US) Inc.; UBS Fund Services (USA) LLC Trust Company: UBS Asset Management Trust Company Registered Funds: collectively, UBS AM Family of Funds, the PACE Funds, the CS Funds, and all closed-end funds managed by UBS AM US 7  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 4: Advisory Business Overview This section of the Brochure contains a general description of UBS Asset Management (Americas) LLC (“UBS AMA LLC” ) and its organizational and ownership structure, and specific information related to the UBS GRA Americas (also referred to as “we,” “our,” or “GRA Americas”), a distinct business unit of UBS AMA LLC, including the types of advisory services we provide and the investment instruments we use, how we tailor advisory services to client needs, and, if applicable, our participation in managed account programs . General description and ownership UBS Asset Management (Americas) LLC is an indirect, wholly owned subsidiary of UBS Group AG (“UBS”), a publicly traded company (NYSE: UBS). As of the date of this Brochure, UBS Americas Inc. directly owns 75.3%, CSAM Americas Holding Corp. directly owns 22.7% and UBS AM Holdings LLC directly owns 2.0% of the outstanding membership interests of UBS AMA LLC. UBS Americas Holding LLC owns 100% of UBS Americas Inc, UBS AG owns 100% of the outstanding equity of UBS Americas Holding LLC Inc, and ultimately UBS Group AG owns 100% of the outstanding equity of UBS AG. UBS AMA LLC is registered with the U.S. Securities and Exchange Commission ("SEC") as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The operational structure of UBS is composed of the Group Functions and four primary business divisions: Global Wealth Management, Personal & Corporate Banking, Asset Management and the Investment Bank. The Asset Management business division was formed following the merger of Union Bank of Switzerland and Swiss Bank Corporation in 1998, thereby creating UBS. In 2000, UBS integrated the investment teams of its various asset management businesses: UBS Asset Management, Brinson Partners (a Chicago firm established in the 1980s) and Phillips & Drew (London firm established in 1895). In 2002, with the integration complete, the division rebranded as UBS Global Asset Management, now known as UBS Asset Management. UBS AMA LLC is part of the "UBS Asset Management" business division of UBS and was established in 1989. On March 1, 2024, UBS AMA LLC converted its legal form from a Delaware corporation to a Delaware limited liability company in anticipation of two internal legal entity transactions and the global integration with Credit Suisse. On April 1, 2024, UBS AMA LLC absorbed two of its wholly owned subsidiaries, UBS Hedge Fund Solutions, LLC and UBS O’Connor, LLC, and on May 1, 2024, UBS AMA LLC merged with CSAM, with UBS AMA LLC as the surviving entity in all three transactions (the latter referred to herein as the “CSAM Merger”). The O’Connor business unit of UBS AMA LLC was subsequently sold as described in more detail in Item 2: Material Changes – Sale of O’Connor Business Unit of this Brochure. UBS AMA LLC’s current organizational structure permits each of its distinct “business units” to operate independently within UBS AMA LLC, separated by information barrier: 1. UBS AM, formerly the primary business of UBS AMA LLC, is now a business unit within the UBS AMA LLC that offers Active Equities, Active Fixed Income, Active Multi-Asset Portfolio Engineering & Trading ("PE&T") and Partnership Solutions investment strategies, as well as advisory services to funds registered under the Investment Company Act of 1940, as amended (the "Investment Company Act” or the “1940 Act”). Additionally, UBS AM offers discretionary advisory services for model‑based investment strategies. As part of the CSAM Merger, the only remaining Credit Suisse legacy business within UBS AM is the Employee Plans Team/Illiquid Fund Services. 8  UBS Asset Management LLC GRA Americas Form ADV Part 2A 2. Global Real Assets Americas (“GRA Americas”) is comprised of the direct infrastructure business area within UBS AMA LLC, as well as through two separate SEC – registered investment advisers: UBS Realty Investors LLC ("RE-US"), which offers direct real estate investments through commingled real estate funds and individually managed discretionary and non-discretionary real estate accounts; and UBS Farmland Investors LLC ("Farmland"), which offers advice to clients in connection with the acquisition or sale and management of agricultural real estate. RE-US and Farmland are part of GRA Americas and of the Asset Management division of UBS but are covered in separate brochures. Effective February 2026, GRA Americas reports ultimately into Investments, an internal organizational unit of UBS AMA LLC comprising UBS AM and CIG, in addition to GRA Americas. The direct infrastructure business is covered in this Brochure and are described more fully herein. 3. Unified Global Alternatives (“UGA”) offers a comprehensive spectrum of multi-manager alternatives investment solutions and advisory services, including a wide range of multi-manager strategies and co- investment opportunities which provide broad based, diversified exposure to hedge fund, private credit, private equity, real estate and infrastructure asset classes with various risk and return profiles. 4. Credit Investments Group (“Credit Investments Group” or “CIG”) was added as a business unit within UBS AMA LLC following the CSAM Merger. The Credit Investment Group was established in 1997 and specializes in the management of portfolios of leveraged loans, high-yield bonds, illiquid credit instruments, and structured credit instruments (e.g., rated and unrated debt or equity tranches of collateralized loan obligations (“CLOs”)) in credit markets across a broad spectrum of products, including CLOs, separately managed accounts, registered investment companies and other commingled vehicles. Effective September 2025, CIG through UBS AMA LLC and UBS Asset Management Credit Investment Group UK Ltd (“CIG UK”) engaged General Atlantic Service Company, L.P. And GASC APF, L.P. as sub- adviser to support CIG’s Private Credit Opportunities (“PCO”) fund complex. Additionally, effective March 2026, UBS AMA LLC acts as co-manager alongside CIG UK for designated CIG-advised European CLOs. This Brochure is intended to cover the GRA Americas business and its operations. Other business units listed above may offer separate respective Brochures, which may be provided upon request. Types of advisory services GRA Americas primarily offers investment advisory services to clients including certain commingled private funds and separately managed accounts that wish to invest in direct infrastructure assets/strategies. Additionally, GRA Americas may seek the advice and assistance of its non-U.S. affiliates within the UBS Asset Management business division in providing investment supervisory services to its U.S. clients (in such capacity, "Participating Affiliates"). Please see Item 10 Other Financial Industry Activities and Affiliates for further information. ERISA Clients GRA Americas may provide discretionary investment management services and non-discretionary investment advisory services to clients that are employee benefit plans covered by Title I of ERISA. For ERISA plan clients, GRA Americas is usually a “covered service provider” to the plan for purposes of ERISA Section 408(b)(2). GRA Americas may provide services to ERISA plans both as a registered investment adviser under the Advisers Act and as a fiduciary within the meaning of ERISA Section 3(21). When providing discretionary investment management services to ERISA plan, it also serves as an investment manager as defined in ERISA Section 3(38). 9  UBS Asset Management LLC GRA Americas Form ADV Part 2A When providing services to ERISA plan clients, GRA Americas intends to avail itself of available prohibited transaction exemptions, primarily Prohibited Transaction Exemption (“PTE”) 84-14 (the “QPAM Exemption”). To the extent UBS AMA LLC relies on the QPAM Exemption, it must also comply with the UBS individual Prohibited Transaction Exemption 2025-03 (“PTE 2025-03”), issued by the Department of Labor, which, among other conditions, requires UBS AMA LLC to maintain, implement and follow written policies and procedures related to its ERISA client accounts. ERISA plan clients have a right to obtain a copy of the written procedures developed in connection with the individual PTE. On May 5, 2025, Credit Suisse Services AG, a legacy Credit Suisse wealth management entity unrelated to the asset management business of UBS, pled guilty in connection with a conviction (“Conviction”) and a parallel non- prosecution agreement (“NPA”) with the U.S. Department of Justice to settle a long-running criminal investigation into Credit Suisse Group’s failure to implement a prior plea agreement from 2014 with respect to its legacy Switzerland-booked, cross-border wealth management business with U.S. taxpayers (the Conviction and the NPA together, the “CS Tax Resolution”). UBS was not involved in the underlying conduct, which predated its acquisition of Credit Suisse Group. The CS Tax Resolution would have constituted disqualifying events under PTE 2025-03, which would have prevented UBS AMA LLC and certain other Affiliated QPAMs (as defined in PTE 2025- 03) from managing ERISA retirement plan assets (“ERISA Plans”). However, Section I(i) of the QPAM Exemption PTE 84-14 grants a 1-year transition period (the “Transition Period”,) during which UBS AMA LLC can continue to operate as a QPAM for existing (but not new) ERISA Plan clients under certain conditions. During the Transition Period, UBS AMA LLC may use PTE 84-14 for ERISA Plan clients that had a pre-existing Written Management Agreement with UBS AMA LLC as of May 5, 2025. The Transition Period will last until the earlier of (a) May 5, 2026, or (b) the effective date of a new individual exemption, which, as of the date of this Brochure, was published by the Department of Labor for comment in draft form (February 26, 2026). The draft exemption, if granted, would be valid for 5 years and stipulates substantially identical conditions with those under PTE 2025-03. During the Transition Period, UBS will adhere to the conditions referenced in Section I(i) of PTE 84-14 as well as the terms of its prior individual exemption, PTE 2025-03, despite that individual exemption technically no longer being in effect as a result of the CS Tax Resolution. UBS AMA LLC may also rely on exemptions other than the QPAM exemption. For example, it may rely on Prohibited Transaction Class Exemption 91-38 (“PTE 91-38”), which exempts prohibited transactions between a bank collective investment trust and certain parties in interest. At times, and to the extent other exemptions are not available (including the QPAM exemption and PTE 91-38), it also may rely on statutory exemptions under Sections 408(b)(2) or 408(b)(17) of ERISA for transactions involving “service providers.” Other exemptions to ensure ERISA plan clients do not engage in transactions prohibited by ERISA may be available to, and relied upon by, UBS AMA LLC. Types of instruments Types of investments which GRA Americas offers investment advice on include, but are not limited to: - Pooled funds, fund of one managed by GRA Americas and/or its affiliates or by unaffiliated investment managers, including, but not limited to, alternative investment funds and direct infrastructure assets - Partnership interests or other pooled interests investing in private equity investments, including venture capital, mezzanine, leveraged buyout ("LBO"), infrastructure and other alternative investments. Tailoring advisory services to client needs GRA Americas primarily provides both discretionary investment management services (clients who have authorized our firm to execute transactions for their accounts without prior approval) and institutional separately managed accounts ("SMAs") (collectively, "Clients"). Specific investment objectives, strategies, risks, fees and 10  UBS Asset Management LLC GRA Americas Form ADV Part 2A expenses are described in detail in each Client's investment management agreement, confidential offering memorandum and/or other governing documents (each as applicable, and collectively, "Governing Documents"). Each of GRA Americas’ funds are considered to be a client of the UBS AMA LLC. Accordingly, investors in the funds are not deemed to be advisory clients of the UBS AMA LLC and do not impose restrictions on how we invest the commingled funds above and beyond the restrictions set forth in each fund’s respective governing documents. Clients who invest through individually managed accounts may be viewed as advisory clients if such clients are obtaining securities-related advice with respect to any ancillary cash generated by the asset. These clients can impose investment guidelines or restrictions tailored to their needs under their advisory agreements. Separately managed account clients determine investment guidelines and restrictions, such as limitations on how much can be invested in the relevant asset classes or how much can be invested in any one geographic region. Any such guidelines are communicated to us in writing. We then tailor an overall strategy and an investment plan designed to conform to the objectives, guidelines and restrictions. If an investment decision involves any action not permitted under the applicable guidelines, the approval of the client is required prior to taking such action. Investment Limitation UBS AMA LLC and UBS adhere to global policies that require compliance with relevant legal and regulatory requirements. An example of such a requirement would be sanctions, which are any measure or restriction (including those often referred to as embargoes) taken by one or more countries, their respective government agencies or by an international organization, aimed at restricting dealings of any kind with or involving another country, specific persons, legal entities, organizations or goods. UBS AMA LLC and UBS may also deem certain additional countries or industries to be high risk and may restrict business activities with certain countries, governments, government-controlled entities, territories or persons. In some cases, business activities are expressly prohibited, where other cases may require pre-approval from regional compliance personnel before any business activity can be undertaken. Assets under management Client regulatory assets under management for GRA Americas. as of December 31, 2025 are as follows: US Dollar Amount $0 GRA Americas Discretionary: $0 GRA Americas Non- Discretionary: GRA Americas Total: $0 $ 24,270,588,868 UBS AMA LLC Discretionary $ 563,949,029,253 UBS AMA LLC Non- Discretionary UBS AMA LLC Total: $ 588,219,618,121 When counting and classifying regulatory assets under management only include those accounts and assets where we provide securities related advice or meet the definition of private funds. GRA Americas manages $1’386’026’527 in infrastructure investments as of December 31, 2025. 11  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 5: Fees and Compensation Overview This section of the Brochure contains information regarding how we are compensated for our advisory services. We manage assets for clients in separately managed accounts, commingled funds and/or a combination of both. Separate Account Management and Fund Management Fees GRA Americas does not maintain a set fee schedule for separately managed accounts. Fee schedules are negotiable and vary substantially from one account to another based upon, among other things: the complexity and value of services chosen; client objectives; the investment amount; the anticipated number and type of investments involved; the scope and intensity of client servicing; and reporting. GRA Americas acts as investment manager to private and/or not registered funds. GRA Americas fees for such services are based on each investment vehicle's particular structure, investment process and other factors. GRA Americas may receive a management and performance fee for management of such funds. The amount and structure of the management fee and/or performance fee varies from fund to fund (and may vary significantly depending on the investment fund) and is set forth in the relevant Governing Document for each fund. In certain cases, private funds may not have a management fee outside of the pooled investment vehicle, which may be based on a separate fee schedule agreed upon by GRA Americas and the applicable investor. Other fees or expenses Clients will pay all costs, expenses and fees incurred in operating the fund or account, including costs, expenses and fees incurred for legal, accounting, audit, third-party valuation services, insurance and indemnification, preparation of financial statements and reports to Limited Partners, tax and other consulting services (including engineering and environmental consulting), and other costs, expenses, and fees incurred in the evaluation, acquisition, financing, leasing, development, management, operation, valuation, monitoring and disposition of investments (including such expenses incurred in connection with transactions that are not consummated for any reason). In addition, the commingled funds will reimburse reasonable expenses incurred by members of the fund's advisory council (and where applicable Independent Directors of the Board), which is an advisory committee composed of representatives of certain fund investors which can be consulted with respect to certain fund matters. We can share a portion of our management fees with our affiliates and one of our commingled funds operates a founding investor program where certain investors that met certain minimum investing standards and that constituted the initial investors in the fund participate in a portion of the variable fees paid to GRA Americas for a limited period. To the extent a Fund enters into joint ventures, the development and operating partners will generally be entitled to receive from the joint ventures management and other fees, as well as a promoted interest, which will be an expense of the Fund. Asset based management fees, performance-based fees and applicable expenses/costs are disclosed in more detail in each fund's confidential Governing Documents or in the agreement with a client governing an individual account. Fee negotiation Fee schedules for the commingled funds we manage are documented in the fund’s respective private placement memorandum ("PPM") or Governing Documents and clients in these funds pay fees according to these documented fee schedules. These fees are not negotiable since the fee schedules vary between investors. Deposits and redemptions are only accepted or processed as per Fund’s PPM redemption rules. (subject to 12  UBS Asset Management LLC GRA Americas Form ADV Part 2A investment capacity or available cash). In addition, if there are organizational and initial offering expenses relating to certain investors, for example, when setting up a new share class, parallel or feeder fund, these investors, rather than the funds, generally will be subject to these expenses. Payment of fees Item 6: Performance-Based Fees and Side-By-Side Management Overview In this section of the Brochure, we explain that we have performance-based fee arrangements with clients. We also describe how we manage the conflicts of interests that may arise in managing performance-based accounts alongside other accounts. GRA Americas may receive a performance-based fee, based on a percentage of profits earned within the applicable determination period as set forth in the respective Governing Documents. The term “profits” refers to an increase in the value of the net asset value of an account during the calculation period which is attributable to the net realized and unrealized gains arising from the account’s investment activities. Any performance-based fees or allocations are structured in accordance with the provisions under the Investment Advisers Act of 1940, as amended ("Advisers Act"). Such performance-based compensation is calculated and paid either quarterly or annually, as disclosed in the respective Governing Documents, and is typically subject to a “high water mark,” such that a performance-based fee or allocation may only be paid after recoupment of all prior investment losses. Clients should be aware generally that performance-based fee arrangements may create an incentive to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Performance-based fees may create an incentive to favor accounts with higher performance fees over accounts with lower performance fees in the allocation of investment opportunities. GRA Americas seeks to resolve these potential conflicts of interest by implementing appropriate conflict mitigation processes. In addition, since the performance compensation may be calculated on a basis that includes unrealized appreciation of a Client's net asset value, such compensation may be greater than if it were based solely on realized gains. Any performance-based fees and allocations may be reduced, waived, or modified for different Clients of GRA Americas, at UBS AMA LLC’s sole discretion. 13  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 7: Types of Clients Overview In this section of the Brochure, we provide information about the types of clients to whom we provide investment advice. We also discuss the conditions we may impose on the management of client accounts. General introduction GRA Americas primarily provides investment advisory services to various types of private/not registered pooled investment vehicles and institutional SMAs. Clients are required to enter into an investment advisory or investment management agreement prior to the establishment of an advisory relationship. ERISA Clients GRA Americas may provide both discretionary investment management services and non-discretionary investment advisory services to clients that are employee benefit plans covered by Title I of ERISA. For ERISA plan clients, UBS AM is usually a "covered service provider" to the plan for purposes of ERISA Section 408(b)(2). GRA Americas may provide services to ERISA plans both as a registered investment adviser under the Advisers Act and as a fiduciary within the meaning of ERISA Section 3(21). When providing discretionary investment management services to ERISA plans, it also serves as an investment manager as defined in ERISA Section 3(38). In addition to institutional separate accounts for ERISA clients, GRA Americas may serve as an ERISA fiduciary to plans whose assets we manage through wrap fee programs or through certain investment vehicles (e.g., private funds, collective investment trusts, etc.) whose assets are treated as plan assets under ERISA. If providing services to ERISA plan accounts, GRA Americas intends to avail itself of available prohibited transaction exemptions, primarily may rely on class Prohibited Transaction Exemption (PTE) 84-14 (the "QPAM exemption"). To the extent GRA Americas relies on the QPAM exemption, it must also comply with individual PTE 2023-14, issued by the Department of Labor, which, among other conditions, requires GRA Americas to maintain, implement and follow written policies and procedures. ERISA plan clients have a right to obtain a copy of the written policies and procedures developed in connection with the individual PTEs. However, GRA Americas may rely on exemptions other than the QPAM exemption. For example, it may rely on Prohibited Transaction Class Exemption 91-38 (“PTE 91-38”), which exempts prohibited transactions between a bank collective investment trust and certain parties in interest. At times, and to the extent other exemptions are not available (including the QPAM exemption and PTE 91-38), it also may rely on statutory exemptions under Sections 408(b)(2) or 408(b)(17) of ERISA for transactions involving “service providers.” Other exemptions to ensure ERISA plan clients do not engage in transactions prohibited by ERISA may be available to GRA Americas and relied on. Conditions for managing accounts GRA Americas generally requires minimum account investments, although this may be waived under certain circumstances. For certain types of investment strategies or pooled vehicles offered or managed by GRA Americas, U.S. Clients (and U.S. investors in certain of those pooled vehicles) must generally satisfy certain investor sophistication requirements, including that the Client is an "accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); a "qualified purchaser" within the meaning of section 2(a)(51) of the Investment Company Act; a "qualified institutional buyer” as defined in Rule 144A under the Securities Act; and/or a "qualified eligible person" as defined in Rule 4.7 of the Commodity Exchange Act. Legal proceedings—class actions and other matters 14  UBS Asset Management LLC GRA Americas Form ADV Part 2A For SMAs, GRA Americas will not advise or act for the Client in legal proceedings, including class actions, bankruptcies or other similar legal matters with respect to securities held or that were held in a Client account. GRA Americas encourages Clients to contact their custodians to ensure they are receiving the proper notification of any such legal proceedings. Further, we encourage Clients to seek the advice of counsel regarding the participation and filing requirements associated with such matters. GRA Americas will not be responsible for any failure to meet the filing or other requirements of legal proceedings with respect to securities held or that were held in a Client account. Tax matters GRA Americas will not advise or act for a client or investors on tax matters. We encourage clients and investors (including non-U.S. investors) to consult their own legal and tax advisers for potential U.S. and/or local country legal or tax implications on any investment. 15  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Overview This section of the Brochure describes the methods of analysis we use to formulate investment advice and manage assets. We also discuss the material risks that clients should generally consider when investing in any of our strategies. General introduction As stated in Item 4 Advisory Business, GRA Americas offers investment advisory and portfolio management services to clients including certain commingled funds primarily through our Direct Infrastructure businesses. We may add investment groups, and our current investment groups may offer additional strategies at any time. Analyses and Investment Strategies for GRA Americas Infrastructure -Direct Investment (INFRA) Infrastructure assets are the permanent assets that a society requires to facilitate the orderly operations of its economy. Transportation networks, health and education facilities, communications networks, water, energy and renewable energy distribution systems provide essential services to communities. Examples of infrastructure assets include: • Transportation assets, such as toll roads and airports; • Utility, energy and renewable energy assets, such as water, power generation, electricity and gas networks and fuel storage facilities, wind, solar and battery storage facilities; • Communications infrastructure, such as transmission towers; and • Social infrastructure, such as education, recreation, and healthcare facilities. The high barriers to entry and the monopoly-like characteristics of typical infrastructure assets mean that their financial performance should not be as sensitive to the economic cycle as many other asset classes. Investments are generally low risk given the stable and growing demand for the essential services provided, together with the regulation of the businesses and/or long-term contractual protection of revenues. GRA Americas business area consists of Infrastructure direct investments. For our wider global infrastructure direct investments, a dedicated team manages direct investments in infrastructure equity and debt investments globally. The investment capabilities provide institutional and other long-term investors the opportunity to generate attractive risk-adjusted returns in real assets. In GRA Americas, the business incorporates ESG factors into their investment processes starting with due diligence. Our approach is to integrate sustainability where possible, leveraging best practices. The description of services offered as well as strategies or securities used by GRA Americas on behalf of its clients should not be understood to limit or constrain our investment activities. GRA Americas remains free to offer any advisory services, engage in any investment strategy and make any investment that we consider appropriate, subject to our clients’ objectives and guidelines. The investment strategies GRA Americas pursues are speculative and entail substantial risk. There can be no assurance that any of our clients will achieve their investment objectives; therefore, such activities could result in a substantial loss of capital. 16  UBS Asset Management LLC GRA Americas Form ADV Part 2A Material risks All investments carry a certain degree of risk, and GRA Americas cannot guarantee that it or any client will achieve its investment objective. A client may lose money by investing in a strategy managed by GRA Americas. An investment with GRA Americas is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. In particular, investments in direct assets can be very illiquid. For instance, events such as the deterioration of credit markets and increased volatility during certain time periods of illiquidity or stress resulted in a historically unprecedented lack of liquidity and decline in asset values. This risk factors described herein are not a complete enumeration or explanation of the risks involved in any particular fund or account, as the particular risks applicable to each fund or account will depend on the nature of the fund or account, its investment strategy or strategies and the types of investments held. The value of investments and the income from them will go up as well as down and the possibility of loss does exist, and investments in our funds or and accounts are not guaranteed by GRA Americas, UBS or any of their respective affiliates. In view of the risks associated with an investment in GRA Americas financial products and services, only investors able to bear the economic risk of their investment for an indefinite period and those able to afford a loss of their entire investment should consider investing. Our past performance and activities provide no assurance of future results. In addition, our fees and expenses reduce investment returns. Prospective clients should read this entire Brochure. A more detailed and specific enumeration and explanation of risks factors is contained in each fund's offering materials. Clients should also consult with their own legal, financial, and tax advisors before deciding whether to invest in a strategy. Below are some of the specific risks of investing with UBS AMA LLC, and a summary of certain risks that may be associated with our strategies. However, it is not possible to identify all of the risks associated with investing. This list of risk factors is not a complete enumeration or explanation of the risks involved in a strategy, as the particular risks applicable to a client account will depend on the nature of the account, its investment strategy or strategies and the types of securities or other investments held. While UBS AMA LLC seeks to manage accounts in a manner where risks are appropriate to the strategy or objective, it is often not possible or desirable to fully mitigate risks. • Management risk: The risk that the investment strategies, techniques and risk analyses employed by GRA Americas may not produce the desired results. GRA Americas may be incorrect in its assessment of the value of securities or assessment of market or interest rate trends, which can result in losses to investments. Also, in some cases, derivatives or other investments may be unavailable, or GRA Americas may choose not to use them under market conditions when their use, in hindsight, may be determined to have been beneficial. • Market risk: The risk that the market value of the investments may fluctuate, sometimes rapidly or unpredictably, as the stock and fixed-income markets fluctuate. Market risk may affect a single issuer, industry or sector of the economy, or it may affect the market as a whole. In addition, turbulence in financial markets and reduced liquidity in equity and/or fixed-income markets may negatively affect investments. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. Events such as war, acts of terrorism, natural disasters, recessions, rapid inflation, the imposition of international sanctions, pandemics or other public health threats could also significantly impact in a strategy or fund and its investments. These risks may be magnified if certain events of developments adversely interrupt the global supply chain, and could affect companies worldwide. Recent examples include pandemic risks related to the novel coronavirus (“COVID-19”) and the aggressive measures taken worldwide in response by (i) governments, including closing borders, restricting travel and imposing prolonged quarantines of, or similar restrictions on, large populations, and (ii) businesses, 17  UBS Asset Management LLC GRA Americas Form ADV Part 2A including forced or voluntary closures, changes to operations and reductions of staff. The effects of COVID- 19 have contributed to increased volatility in global financial markets and may affect certain countries, regions, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or serios environmental or public health concern could have, significant negative impact on economic and market conditions, could exacerbate pre-existing political, social and economic risks in certain countries or regions and could trigger a prolonged period of global economic slowdown. It is not known how long the impact of the COVID-19 pandemic will, or future impacts of other significant events would, last or the severity thereof. To the extent investments are overweight in certain countries, regions, companies, industries or market sectors, such positions will increase the risk of loss from adverse developments affecting those countries, regions, companies, industries or sectors. Policy changes by the US government, central bank policy changes, and other economic or political changes within the United States and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. Geopolitical tensions, including for example the recent war with Iran, can result in increased volatility, disrupt energy and supply markets, and negatively impact the Fund. These risks may be magnified if certain events or developments adversely interrupt the global supply chain, and could affect companies worldwide. The scope and effect of these events are unpredictable but could have abrupt and significant impacts on financial markets and particular industries, sectors and issuers. • Risk of loss: Investing in securities/direct assets involves risk of loss that clients should be prepared to bear. The investment decisions that GRA Americas makes for a client are subject to various market, currency, economic, political and business risks, and our investment decisions based on such factors will not always be profitable. • No guarantee of investment objectives: GRA Americas does not guarantee or warrant that a client’s account will achieve its investment objectives, performance expectations, risk and/or return targets. • No government guarantee: An investment in an account or fund managed by GRA Americas is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. • Personnel risk: GRA Americas generally utilizes a team approach to managing investment portfolios. However, certain strategies may be dependent upon the expertise of certain key personnel, and any future unavailability of their services could have an adverse impact on the performance of clients invested in such strategies. • Diversification and liquidity risk: Unless otherwise agreed upon by a client and GRA Americas, we will not be responsible for the client’s overall diversification, asset allocation, or liquidity needs. In addition, certain of our strategies may be non-diversified, hold illiquid assets and/or hold a low number of investments. An investment in a fund or account managed by GRA Americas may require significant written prior notice and at predetermined intervals throughout the year, meaning such an investment may not be suitable for someone who needs immediate liquidity associated with an investment. Additionally, investments in a fund or account may be subject to gates and other redemption restrictions which may restrict liquidity. • Non-diversification risk: The risk that a fund or mandate will be more volatile than a diversified portfolio because it invests its assets in a smaller number of issuers. The gains and losses on a single security or investment may, therefore, have a greater impact on a portfolio. In addition, a strategy that invests in a relatively small number of issuers or of investments is more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified strategy might be. • Tax liability risk: Tax liability risk is the risk of noncompliant conduct by a municipal bond issuer, resulting in distributions issued to shareholders that may be taxed as ordinary income. • Regulatory risk: Following the 2008 financial crisis, many jurisdictions passed legislation and issued or proposed 18  UBS Asset Management LLC GRA Americas Form ADV Part 2A regulatory rules broadly affecting the financial services industry and markets. In the U.S., the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), which includes the Volcker Rule, implemented extensive changes in the regulation of over-the-counter derivatives, regulatory capital requirements, bank proprietary trading and covered fund activities and compliance with consumer financial laws, among others. In the European Union, the Markets in Financial Instruments Directive II ("MiFID II") included a number of significant changes to the financial markets in the EU, including changes to the regulation of financial instruments and the venues in which they are traded. These rules, among many others changing tax and other regulatory matters, affect the financial services industry and markets in ways that are difficult to assess. The rules and the differences in them among various jurisdictions may make it more costly and time consuming to effect investment transactions in various markets around the world. The broader impacts of the sweeping regulatory reform on markets generally and pricing and liquidity of financial instruments are unknown. These changes may adversely affect the value of client investments, the opportunities to pursue client investment strategies and objectives, and may negatively impact the performance of client accounts. The Volcker Rule restricts the ability of the investment manager to a pooled investment fund, meeting the definition of a "covered fund", from engaging in certain types of transactions on behalf of the covered fund with its affiliates. The types of transactions generally restricted are those involving credit risk between the advisor and the affiliated counterparty. These restrictions could adversely impact covered funds by preventing them from obtaining seed capital, loans or other commercial benefits from UBS. • Sustainability factor risk and risk of impact investing: Because a fund or mandate uses sustainability factors to assess and exclude certain investments for nonfinancial reasons, a fund or mandate may forego some market opportunities available to the fund or mandate that do not use these factors. As a result, its sustainability factors used in its investment process and the advisor’s impact investing approach will likely make the fund or mandate perform differently from the fund or mandate that relies solely or primarily on financial metrics, and its sustainability factors may be linked to long-term rather than short-term returns. The sustainability factors and the advisor’s impact investing approach may cause its industry allocation to deviate from that of fund or mandate without these considerations. • LIBOR discontinuance or unavailability risk: Certain of the funds’ investments and payment obligations may be (or previously were) based on the London Interbank Offer Rate (“LIBOR”). LIBOR was a leading floating benchmark used in loans, notes, derivatives and other instruments or investments. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Some LIBOR settings continue to be published, but only on a temporary, synthetic and non-representative basis. Regulated entities have generally ceased entering into new LIBOR contracts in connection with regulatory guidance or prohibitions. A fund may continue to invest in instruments that continue to reference LIBOR or otherwise use LIBOR reference rates due to favorable liquidity or pricing, however, new LIBOR assets may no longer be available. Regulators and market participants have been working together to identify or develop successor reference rates and necessary adjustments to associate spreads (i.e., the amounts above the relevant reference rates paid by borrowers in the market) (if any). Replacement rates that have been identified include the Secured Overnight Financing Rate (“SOFR”), which is intended to replace US dollar LIBOR and measures the cost of overnight borrowings through repurchase agreement transactions collateralized with US Treasury securities, and the Sterling Overnight Index Average Rate (“SONIA”), which is intended to replace GBP LIBOR and measures the overnight interest rate paid by banks for unsecured transactions in the sterling market, although other replacement rates could be adopted by market participants. Additionally, legislation relating to the discontinuation of LIBOR and the use of replacement rates has been proposed or adopted at the state and federal levels. At this time, it is not possible to predict the effect of the establishment of SOFR, SONIA or any other replacement rates. Additionally, industry trade associations and participants are focusing on the transition mechanisms by which reference rates (including LIBOR) and spreads (if any) in existing contracts or instruments may be amended, whether through market-wide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Various pieces of legislation, including enacted legislation from the states of New York and Alabama and the US Congress, may have affected the transition of LIBOR-based instruments as well by permitting trustees and calculation agents to transition instruments without effective LIBOR fallback language to a successor reference rate. Such pieces of legislation also include safe harbors from liability, which may limit the recourse a holder may have if the successor reference rate does not fully 19  UBS Asset Management LLC GRA Americas Form ADV Part 2A compensate that holder for the transition of an instrument from LIBOR. It is uncertain what impact any such legislation may have. Notwithstanding the foregoing, some instruments continue to use synthetic LIBOR settings. These instruments may transition to another floating rate index after LIBOR ceases to be published. The LIBOR transition may have an impact on the value and liquidity of all floating rate instruments. Alteration of the terms of a debt instrument or a modification of the terms of other types of contracts to replace LIBOR or another interbank offered rate (“IBOR”) with a new reference rate could result in a taxable exchange and the realization of income and gain/loss for US federal income tax purposes. The Internal Revenue Service has issued final regulations regarding the tax consequences of the transition from IBOR to a new reference rate in debt instruments and non-debt contracts. Under the final regulations, alteration or modification of the terms of a debt instrument to replace an operative rate that uses a discontinued IBOR with a qualified rate (as defined in the final regulations) including true up payments equalizing the fair market value of contracts before and after such IBOR transition, to add a qualified rate as a fallback rate to a contract whose operative rate uses a discontinued IBOR or to replace a fallback rate that uses a discontinued IBOR with a qualified rate would not be taxable. The Internal Revenue Service may provide additional guidance, with potential retroactive effect. At this time, it is not possible to exhaustively identify or predict the effect of any changes to reference rates, any establishment of alternative reference rates or any other reforms to reference rates. The elimination of LIBOR or reforms to the determination or supervision of reference rates may affect the value, liquidity or return on, and may cause increased volatility in markets for, certain fund investments and may result in costs incurred in connection with closing out positions and entering into new trades, adversely impacting a fund’s overall financial condition or results of operations. In the event that a floating rate benchmark is discontinued, UBS AMA LLC and/or its affiliates may have discretion to determine a successor or substitute reference rate, including any price or other adjustments to account for differences between the successor or substitute reference rate and the previous rate. Such successor or substitute reference rate and any adjustments selected may negatively impact the fund’s investments, performance or financial condition, and may expose the fund to additional tax, accounting and regulatory risks. • Models: Risk of Programming and Modeling Errors: UBS AMA LLC's research and modeling process is extremely complex and involves financial, economic, econometric and statistical theories, research and modeling; the results of that process must then be translated into computer code. Although UBS AMA LLC seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform "real world" testing of the end product raises the chances that the finished model may contain an error; one or more of such errors could adversely affect a client’s portfolio. If a model or a portion of the model proves to be incorrect or incomplete, any decisions made in reliance thereon expose a client’s portfolio to potential risks of loss. This is also true for third party models that are supplied by external entities. In addition, some of the models used by UBS AMA LLC are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, "model prices" will often differ substantially from market prices, especially for securities with complex characteristics, such as derivative securities. • Indexed portfolio risks: For indexed portfolios that seek to track or match the performance of a particular index, UBS AMA LLC does not generally take steps to reduce the portfolio's market exposure or to lessen the effects of declining markets. In addition, an indexed portfolio's performance may not be identical to the performance of its index due to various factors, including, without limitation, the fees and expenses borne by the portfolio, the timing of trade execution, and cash flows into and out of the portfolio. Investors may not invest directly in an index. Indices are not managed, and do not reflect management fees and transactions costs generally associated with certain investments or advisory services. • Risk of equity instruments: Risks associated with investing in equity securities include: – The stock markets where a portfolio’s investments are traded may go down. 20  UBS Asset Management LLC GRA Americas Form ADV Part 2A – An adverse event, such as negative press reports about a company in the portfolio, may depress the value of the company’s stock. – Small- and mid-capitalization risk—The risk that investments in small and medium size companies may be more volatile than investments in larger companies, as small and medium size companies generally experience higher growth and failure rates. In addition, it may be more difficult to obtain information about small and mid- capitalization companies and their securities may be more difficult to value. The trading volume of these securities is normally lower than that of larger companies. Such securities may be less liquid than others and could make it difficult to sell a security at a time or price desired. Changes in the demand for these securities generally have a disproportionate effect on their market price, tending to make prices rise more in response to buying demand and fall more in response to selling pressure. • Risk of fixed income investments: Risk associated with investing in fixed income securities include: – Interest rate risk: The risk that changing interest rates may adversely affect the value of an investment. An increase in prevailing interest rates typically causes the value of fixed income securities to fall. Changes in interest rates will likely affect the value of longer-duration fixed income securities more than shorter-term securities and higher-quality securities more than lower-quality securities. When interest rates are falling, some fixed income securities provide that the issuer may repay them earlier than the maturity date, and if this occurs the fund may have to invest these repayments at lower interest rates. A fixed income portfolio may face a heightened level of interest rate risk due to certain changes in monetary policy, such as certain types of interest rate changes by the Federal Reserve. Interest rate changes can be sudden and unpredictable and are influenced by a number of factors including government policy, inflation expectations and supply and demand. A substantial increase in interest rates may have an adverse impact on the liquidity of a security, especially those with longer maturities. Changes in government monetary policy, including changes in tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantial impact on interest rates. There can be no guarantee that any particular government or central bank policy will be continued, discontinued or changed nor that any such policy will have the desired effect on interest rates. The risks associated with rising interest rates may be more pronounced in the near future as interest rates rise from historically low rates. During periods when interest rates are low or there are negative interest rates, fixed income portfolio’s yield (and total return) also may be low, or the portfolio may be unable to maintain positive returns or minimize the volatility of the portfolio’s net asset value. – Credit risk: The issuer may default on its obligation to pay principal or interest, may have its credit rating downgraded by a rating organization or may be perceived by the market to be less creditworthy. Lower- rated bonds are more likely to be subject to an issuer’s default than investment grade (higher-rated) bonds. Lower-rated bonds may have less liquidity and be more difficult to value particularly in declining markets. – Prepayment risk: If interest rates decline, the issuer of a security may exercise its right to prepay principal earlier than scheduled, forcing the account to reinvest in lower yielding securities. – Extension risk: If interest rates rise, the average life of securities backed by debt obligations is extended because of slower than expected payments. This will lock in a below-market interest rate, increase the security’s duration and reduce the value of the security. – Counterparty risk: The risk that the counterparty to the transaction will default on its obligations under the relevant contract, including due to its financial failure or insolvency, and the related risks of having concentrated exposure to such a counterparty. • Municipal securities risk: Municipal securities are subject to interest rate, credit, illiquidity, market and political risks. The ability of a municipal issuer to make payments and the value of municipal securities can be affected by uncertainties in the municipal securities market, including litigation, the strength of the local or national economy, the issuer’s ability to raise revenues through tax or other means, and the bankruptcy of the issuer affecting the rights of municipal securities holders and budgetary constraints of local, state and federal governments upon which the issuer may be relying for funding. Municipal securities and issuers of municipal securities may be more susceptible to downgrade, default and bankruptcy as a result of recent periods of economic stress. In addition, the municipal securities market can be significantly affected by political changes, including legislation or proposals at either the state or the federal level to eliminate or limit the tax-exempt status of municipal bond interest or the tax-exempt status of 21  UBS Asset Management LLC GRA Americas Form ADV Part 2A a municipal bond fund’s dividends. Similarly, reductions in tax rates may make municipal securities less attractive in comparison to taxable bonds. Legislatures also may be unable or unwilling to appropriate funds needed to pay municipal securities obligations. These events can cause the value of the municipal securities held by a portfolio to fall and might adversely affect the tax-exempt status of a fund’s investments or of the dividends that a portfolio pays. Lower-rated municipal securities are subject to greater credit and market risk than higher quality municipal securities. In addition, third-party credit quality or liquidity enhancements are frequently a characteristic of the structure of municipal securities. Problems encountered by such third-parties (such as issues negatively impacting a municipal bond insurer or bank issuing a liquidity enhancement facility) may negatively impact a municipal security even though the related municipal issuer is not experiencing problems. Municipal bonds secured by revenues from public housing authorities may be subject to additional uncertainties relating to the possibility that proceeds may exceed supply of available mortgages to be purchased by public housing authorities, resulting in early retirement of bonds, or that homeowner repayments will create an irregular cash flow. Further, unlike many other types of securities, offerings of municipal securities traditionally have not been subject to regulation by, or registration with, the SEC, resulting in a relative lack of information about certain issuers of municipal securities. • Foreign investing risk: The risk that prices of a fund or mandate’s investments in foreign securities may go down because of unfavorable foreign government actions, political instability or the absence of accurate information about foreign issuers. In addition, political, diplomatic, or regional conflicts, terrorism or war, social and economic instability, and internal or external policies or economic sanctions limiting or restricting foreign investment, the movement of assets or other economic activity may affect the value and liquidity of foreign securities. The imposition of sanctions by governmental or supranational authorities on securities may hamper or prevent the trading of such securities and thus significantly lower their value. Also, a decline in the value of foreign currencies relative to the US dollar will reduce the value of securities denominated in those currencies. In addition, foreign securities are sometimes less liquid and harder to sell and to value than securities of US issuers. Each of these risks is more severe for securities of issuers in emerging market countries. • Emerging market risk: The risk that investments in emerging market issuers may decline in value because of unfavorable foreign government actions, greater risks of political instability or the absence of accurate information about emerging market issuers. Further, emerging countries may have economies based on only a few industries and securities markets that trade only a small number of securities and employ settlement procedures different from those used in the United States. Prices on these exchanges tend to be volatile and, in the past, securities in these countries have offered greater potential for gain (as well as loss) than securities of companies located in developed countries. Issuers may not be subject to uniform accounting, auditing and financial reporting standards and there may be less publicly available financial and other information about such issuers, comparable to US issuers. Governments in emerging market countries are often less stable and more likely to take extralegal action with respect to companies, industries, assets, or foreign ownership than those in more developed markets. Moreover, it can be more difficult for investors to bring litigation or enforce judgments against issuers in emerging markets or for US regulators to bring enforcement actions against such issuers. Further, investments by foreign investors are subject to a variety of restrictions in many emerging countries. Countries such as those in which a fund or mandate may invest may experience high rates of inflation or deflation, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. • Investments in Russian securities: Following Russia’s invasion of Ukraine in February 2022, the United States and other governments have imposed significant sanctions on certain Russian companies and Russia more broadly. In particular, US sanctions prohibit any "new investment" in Russia which is defined to include any new purchases of Russian securities. US persons also are required to freeze securities issued by certain Russian entities identified on the List of Specially Designated Nationals, which includes several large publicly traded Russian banks and other companies. Russia has issued various countermeasures that affect the ability of non-Russian persons to trade in Russian securities. These developments have significantly impacted the value and liquidity of Russian securities as well as the ability of a strategy or a fund to buy, sell, receive, or deliver those securities. They also have impacted the value of the ruble and the Russian economy in general. It is possible that the United States and other governments may impose even more significant sanctions against Russia if the Ukraine invasion continues. 22  UBS Asset Management LLC GRA Americas Form ADV Part 2A • Investments in China: There are special risks associated with investments in China (including Chinese companies listed on US and Hong Kong exchanges), Hong Kong and Taiwan, including exposure to currency fluctuations, less liquidity, expropriation, confiscatory taxation, nationalization and exchange control regulations (including currency blockage). Inflation and rapid fluctuations in inflation and interest rates have had, and may continue to have, negative effects on the economy and securities markets of China, Hong Kong and Taiwan. In addition, investments in Taiwan and Hong Kong could be adversely affected by their respective political and economic relationship with China. China, Hong Kong and Taiwan are deemed by the investment manager to be emerging markets countries, which means an investment in these countries has more heightened risks than general foreign investing due to a lack of established legal, political, business and social frameworks and accounting standards or auditor oversight in these countries to support securities markets as well as the possibility for more widespread corruption and fraud. In addition, the standards for environmental, social and corporate governance matters in China, Hong Kong and Taiwan tend to be lower than such standards in more developed economies. There may be significant obstacles to obtaining information necessary for investigations into or litigation against companies located in or operating in China and shareholders may have limited legal remedies. Certain securities issued by companies located or operating in China, such as China A-shares, are subject to trading restrictions, quota limitations and less market liquidity. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate. Export growth continues to be a major driver of China’s rapid economic growth. As a result, a reduction in spending on Chinese products and services, a shutdown in the housing construction and development markets, institution of tariffs or other trade barriers, trade or political disputes with China’s major trading partners, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. Trade disputes may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry, which could have a negative impact on a strategy or fund’s performance. Events such as these and their consequences are difficult to predict, and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. Additionally, developing countries, such as those in Greater China, may subject a strategy or fund’s investments to a number of tax rules, and the application of many of those rules may be uncertain. Moreover, China has implemented a number of tax reforms in recent years, and may amend or revise its existing tax laws and/or procedures in the future, possibly with retroactive effect. Changes in applicable Chinese tax law could reduce the after-tax profits of a strategy or fund, directly or indirectly, including by reducing the after-tax profits of companies in China in which a strategy or fund invests. Chinese taxes that may apply to a strategy or fund’s investments include income tax or withholding tax on dividends, interest or gains earned by a strategy or fund, business tax and stamp duty. Uncertainties in Chinese tax rules could result in unexpected tax liabilities for a strategy or fund. In December 2020, the US Congress passed the Holding Foreign Companies Accountable Act ("HFCAA"). The HFCAA provides that after three consecutive years of determinations by the US Public Company Accounting Oversight Board ("PCAOB") that positions taken by authorities in the People’s Republic of China obstructed the PCAOB’s ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, the companies audited by those firms would be subject to a trading prohibition on US markets. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China to grant the PCAOB access to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, consistent with US law. To the extent the PCAOB remains unable to inspect audit work papers and practices of PCAOB-registered accounting firms in China with respect to their audit work of US reporting companies, such inability may impose significant additional risks associated with investments in China. Further, to the extent a strategy or a fund invests in the securities of a company whose securities become subject to a trading prohibition, a strategy of a funds’ ability to transact in such securities, and the liquidity of the securities, as well as their market price, would likely be adversely affected. 23  UBS Asset Management LLC GRA Americas Form ADV Part 2A • Asset-backed and mortgage-backed securities risks: Certain strategies may invest in securitized debt, including asset-backed securities ("ABS") and/or mortgage-backed securities ("MBS"). The investment characteristics of MBS and ABS may differ from traditional debt securities in that interest and principal payments are made more frequently, principal may be prepaid at any time and a number of state and federal law govern and may limit right to the underlying collateral. UBS AMA LLC may invest in mortgage- and asset-backed securities that are subject to prepayment or call risk, which is the risk that the borrower’s payments may be received earlier or later than expected due to changes in prepayment rates on underlying loans. Faster prepayments often happen when interest rates are falling. As a result, UBS AMA LLC may reinvest these early payments at lower interest rates, thereby reducing UBS AMA LLC’s income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the security to lengthen in duration. Longer duration securities tend to be more volatile. Securities may be prepaid at a price less than the original purchase value. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to UBS AMA LLC. • Derivatives risks: The value of "derivatives"—so called because their value "derives" from the value of an underlying asset, reference rate or index—may rise or fall more rapidly than other investments. It is possible for a portfolio to lose more than the amount it invested in the derivative. When using derivatives for hedging purposes, the client's overall returns may be reduced if the hedged investment experiences a favorable price movement. In addition, if a portfolio has insufficient cash to meet daily variation margin or payment requirements, it may have to sell securities at a time when it may be disadvantageous to do so. The risks of investing in derivative instruments also include market, leverage, and management risks. Derivatives relating to fixed income markets are especially susceptible to interest rate risk and credit risk. In addition, many types of swaps and other derivatives may be subject to liquidity risk, counterparty risk, credit risk and mispricing or valuation complexity. Derivatives also involve the risk that changes in the value of a derivative may not correlate as anticipated with the underlying asset, rate, index or overall securities markets, thereby reducing their effectiveness. These derivatives risks are different from, and may be greater than, the risks associated with investing directly in securities and other instruments. Changes in regulation relating to the use of derivatives and related instruments could potentially limit or impact the ability to invest in derivatives, limit the ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives. • Leverage risk associated with financial instruments: The use of certain financial instruments, including derivatives and other types of transactions used for investment (non-hedging) purposes, and the engagement in certain practices, such as the investment of proceeds received in connection with short sales to increase potential returns may cause a portfolio to be more volatile than if it had not been leveraged. The use of leverage may also accelerate the velocity of losses and can result in losses that exceed the amount originally invested. • Initial public offerings (“IPOs”) risk: The purchase of shares issued in IPOs may expose a portfolio to the risks associated with issuers that have no operating history as public companies, as well as to the risks associated with the sectors of the market in which the issuer operates. The market for IPO shares may be volatile, and share prices of newly-public companies may fluctuate significantly over a short period of time. • Private placement risk: Certain portfolios may hold securities/investments that are neither listed on a stock exchange nor traded OTC, including privately placed securities and limited partnerships. As a result of the absence of a public trading market for these securities/investments, they may be less liquid than publicly traded securities. • Short sales risk: Short sales involve the risk that the client will incur a loss by subsequently buying a security at a higher price than the price at which the client previously sold the security short. This would occur if the securities lender required the client to deliver the securities the client had borrowed at the commencement of the short sale and the client was unable to either purchase the security at a favorable price or to borrow the security from another securities lender. If this occurs at a time when other short sellers of the security also want to close out their positions, a "short squeeze" can occur. A short squeeze occurs when demand is greater than supply for the security sold short. Moreover, because the loss on a short sale arises from increases in the value of the security sold short, such loss is theoretically unlimited. By contrast, the loss on a long position arises from decreases in the value of the security and therefore is limited by the fact that a security's value cannot drop below zero. The risks associated with short sales increase when the client 24  UBS Asset Management LLC GRA Americas Form ADV Part 2A invests the proceeds received upon the initial sale of the security because the client can suffer losses on both the short position and the long position established with the short sale proceeds. It is possible that the client's securities held long will decline in value at the same time that the value of the securities sold short increases, thereby increasing the potential for loss. • Illiquid securities: Illiquid securities involve the risk that investments may not be readily sold at the desired time or price. Securities that are illiquid, that are not publicly traded and/or for which no market is currently available may be difficult to purchase or sell, which may impact the price or timing of a transaction. An inability to sell securities can adversely affect an account's value or prevent an account from taking advantage of other investment opportunities. Lack of liquidity may cause the value of investments to decline and illiquid investments or investments that trade in lower volumes may be more difficult to value. Certain strategies (e.g., multi-asset portfolios, private equity, real estate, infrastructure, etc.) may invest in illiquid assets. Exposure to an illiquid asset class will be made by purchasing interests in a privately offered pooled investment vehicle ("illiquid asset vehicle"). Investment in an illiquid asset vehicle poses similar risks as direct investments in illiquid securities. In addition, investment in an illiquid asset vehicle will be subject to the terms and conditions of the illiquid asset vehicle’s investment policy and governing documents, which often include provisions that may involve investor lock-in periods, mandatory capital calls, redemption restrictions, infrequent valuation of assets, etc. In addition, investments in illiquid securities or vehicles may normally involve investment in non-marketable securities where there is limited transparency. If obligated to sell an illiquid security prior to an expected maturity date, particularly with an infrastructure investment, it may not be possible to realize fair value. Investments in illiquid securities or vehicles may include restrictions on withdrawal rights and shares may not be freely transferable. A client may not be able to liquidate its investment in the event of an emergency or any other reason. • Investments in pooled investment funds: In lieu of direct investment, certain strategies may invest in one or more pooled investment funds managed by UBS AMA LLC or its affiliates ("affiliated funds") or by unaffiliated third party managers ("unaffiliated funds"), including, mutual funds, ETFs, collective investment funds, private funds, offshore funds, private equity funds, real estate funds, etc. A fund’s investments will be made in accordance with the fund’s Governing Documents (e.g., prospectus, offering memorandum, etc.) and governing instruments. In addition, to the extent a strategy invests in a pooled investment fund, there may be additional risks discussed in the fund’s Governing Documents or governing instruments which are not discussed in this Brochure. Prior to investing an account in a fund, UBS AMA LLC will assess whether it believes the investment is consistent with the client’s investment guidelines as well as applicable law and regulation (e.g., Investment Company Act, ERISA, etc.). A client will generally bear, indirectly, fund investment expenses (e.g., brokerage commissions to execute portfolio trades, etc.) and operating costs (e.g., administration, custody, audit, etc.). When a client’s account invests in an affiliated fund, the client will not normally pay any additional investment management fees to UBS AMA LLC in connection with investing in the affiliated fund, unless otherwise agreed upon with the client. When investing in an unaffiliated fund, the client will normally bear, indirectly, fees paid by the fund to its investment manager. • Investment in ETFs: A fund or mandate’s investment in ETFs may subject a fund or mandate to additional risks than if a fund or mandate would have invested directly in the ETF’s underlying securities. While the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio securities. In addition, shares of ETFs typically trade on securities exchanges, which may subject a fund or mandate to the risk that an ETF in which a fund or mandate invests may trade at a premium or discount to its net asset value and that trading an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate. Also, an ETF may not replicate exactly the performance of the benchmark index it seeks to track for a number of reasons, including transaction costs incurred by the ETF, the temporary unavailability of certain index securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting or number of instruments held by the ETF. In addition, a passively managed ETF would not necessarily sell a security because the issuer of the security was in financial trouble unless the security is removed from the index that the ETF seeks to track. Investing in an ETF may also be more costly than if a fund or mandate had owned the underlying securities directly. A fund or mandate, 25  UBS Asset Management LLC GRA Americas Form ADV Part 2A and indirectly, shareholders of a fund or mandate, bear a proportionate share of the ETF’s expenses, which include management and advisory fees and other expenses. In addition, a fund or mandate will pay brokerage commissions in connection with the purchase and sale of shares of ETFs. • Real estate securities and REITs risk: A portfolio’s performance may be affected by adverse developments in the real estate industry. Real estate values may be affected by a variety of factors, including: local, national or global economic conditions; changes in zoning or other property-related laws; environmental regulations; interest rates; tax and insurance considerations; overbuilding; property taxes and operating expenses; or declining values in a neighborhood. Similarly, a REIT’s performance depends on the types, values, locations and management of the properties it owns. In addition, a REIT may be more susceptible to adverse developments affecting a single project or market segment than a more diversified investment. Loss of status as a qualified REIT under the U.S. federal tax laws could adversely affect the value of a particular REIT or the market for REITs as a whole. Some REITs may have limited diversification, making them more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. Also, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income, or by the REIT's failure to maintain exemption from registration under the Investment Company Act. • Portfolio turnover risk: High portfolio turnover from frequent trading will increase transaction costs and may increase the portion of a client’s capital gains that are realized for tax purposes in any given year. This, in turn, may increase a client’s taxable distributions in that year. Frequent trading also may increase the portion of a client’s realized capital gains that is considered "short-term" for tax purposes. Shareholders will pay higher taxes on distributions that represent short-term capital gains than they would pay on distributions that represent long-term capital gains. UBS AMA LLC does not restrict the frequency of trading in order to limit expenses or the tax effect that its distributions may have on shareholders. • Cybersecurity risk: As the use of technology has become more prevalent in the course of business, a strategy or fund, like other business organizations, has become more susceptible to operational, information security and related risks through breaches in cybersecurity. In general, cybersecurity failures or breaches of a strategy or fund or its service providers or the issuers of securities in which a strategy or fund invests may result from deliberate attacks or unintentional events and may arise from external or internal sources. Cybersecurity breaches may involve unauthorized access to a strategy or fund’s digital information systems (e.g., through "hacking" or malicious software coding), but may also result from outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users). Cybersecurity failures or breaches affecting a strategy or fund’s investment advisor or any other service providers (including, but not limited to, accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a strategy or fund’s ability to calculate its net asset value, impediments to trading, the inability to transact business, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cybersecurity breaches in the future. While the UBS AMA LLC has established business continuity plans in the event of, and risk management systems to prevent, such cybersecurity breaches, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, UBS AMA LLC does not directly control the cybersecurity plans and systems put in place by a strategy or fund’s other service providers or any other third parties whose operations may affect a strategy or fund or its shareholders. The strategy or fund and its shareholders could be negatively impacted as a result. • Cash/cash equivalents risk: To the extent a fund or mandate holds cash or cash equivalents rather than securities or other instruments in which it primarily invests, its risks losing opportunities to participate in market appreciation and may experience potentially lower returns than its benchmark or other portfolios that remain fully invested. • Master limited partnerships: Master limited partnerships (“MLPs”) are limited partnerships in which ownership 26  UBS Asset Management LLC GRA Americas Form ADV Part 2A units may be publicly traded on national security exchanges. Generally, an MLP is operated under the supervision of one or more managing general partners and the limited partners (such as a fund when it invests in an MLP) are not involved in the day-to-day management of the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be considered to be illiquid and subject to regulatory limitations on investments in illiquid investments. MLP units may trade infrequently and in limited volume, and they may be subject to abrupt or erratic price movements. • Money market fund regulatory risk: The SEC adopted changes to the rules that govern SEC registered money market funds in July 2023. These changes include, among other things: (1) substantially increasing the required minimum levels of liquid assets a fund must hold; (2) allowing government money market funds to engage in certain practices in order to maintain a stable NAV in a negative interest rate environment; and (3) enhancing reporting requirements for all money market funds. These changes have a phase in period with significant changes taking effect on April 2, 2024. These changes may affect the performance, yield, and operating expenses of certain UBS AMA LLC money market funds. • Artificial Intelligence Risk: The rapid development and increasingly widespread use of certain artificial intelligence technologies, including machine learning models and generative artificial intelligence (collectively "AI Technologies"), may adversely impact markets, the overall performance of the strategies or funds’ investments, or the services provided to the strategies or funds by their service providers. For example, issuers in which the strategies or funds invest and/or service providers to the strategies or funds (including, without limitation, the strategies or funds’ investment adviser, fund accountant, custodian, or transfer agent) may use and/or expand the use of AI Technologies in their business operations, and the challenges with properly managing its use could result in reputational harm, competitive harm, legal liability, and/or an adverse effect on business operations. AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, and it is possible that the information provided through use of AI Technologies could be insufficient, incomplete, inaccurate or biased leading to adverse effects for the strategies or funds, including, potentially, operational errors and investment losses. Additionally, the use of AI Technologies could impact the market as a whole, including by way of use by malicious actors for market manipulation, fraud and cyberattacks. AI Technologies (and the use of such technologies) may face regulatory scrutiny in the future, which could limit the development and use of this technology and impede the growth of companies that develop and use AI. Actual usage of AI Technologies by the strategies or funds’ service providers and issuers in which the strategies or funds invest will vary. AI Technologies and their current and potential future applications, and the regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of future applications or regulations and the associated risks to the strategies or funds. • Data Reliance Risk : Although UBS AMA LLC obtains data, including alternative data, and information from third party sources that it considers to be reliable, UBS AMA LLC does not warrant or guarantee the availability, accuracy, timeliness and/or completeness of any data or information provided by these sources. AMA LLC has controls for certain data that, among other things, consider the representations of such third parties with regard to the provision of data in compliance with applicable law. UBS AMA LLC does not make any express or implied warranties of any kind with respect to such third-party data. UBS AMA LLC shall not have any liability for any errors or omissions in connection with data obtained from third-party sources. General GRA Americas strategy risks Infrastructure Risk In addition to the applicable risks listed above, investments in infrastructure investments may involve other specific risks. These risks include, but are not limited to, the following: 27  UBS Asset Management LLC GRA Americas Form ADV Part 2A General: Investment will be subject to risks incidental to the ownership and operation of infrastructure assets; such risks include risks associated with general economic climates (for example unemployment, inflation and recession); fluctuations in interest rates and currency; availability and favorableness of secure and unsecured financing; compliance with relevant government regulations; environmental liabilities; various uninsured or uninsurable unforeseen events; infrastructure developments and construction and the ability of relevant operating company to manage the relevant infrastructure business. These risks and other factors mentioned, either individually or in combination, may cause, amongst other things, a reduction in income, an increase in operating costs, and an increase in costs associated with the investments in infrastructure assets, which may materially affect the financial position and returns of specific investments and the strategies/funds. Patronage/demand risk: Some assets (such as toll roads or airports) are exposed to usage or patronage risks. Usage risk varies between assets and over time. Regulatory risk: Infrastructure assets are very often regulated by government, either through a regime set by a regulator or through long-term concession agreements. The independence and consistency over time of the regulatory system is a key risk factor for investors. Sovereignty and political risk: Investments in infrastructure assets are exposed to the risk of unexpected changes in government and government policies. Trade Policy risk: In an environment marked by trade policy uncertainty, direct infrastructure faces heightened risk. Proactive and flexible strategies are essential to maintain functionality, minimize financial impact, and ensure that infrastructure continues to support effective and secure trade. Environmental liability risk: Infrastructure assets may be subject to numerous laws, rules and regulations relating to environmental protection. Under these statutes, rules and regulations, a current or previous owner or operator of the infrastructure asset may be liable for non-compliance with applicable environmental and health and safety requirements. Contractual/credit risk: Long-term contracts expose counterparties to credit and other risks. Operational/construction risk: Infrastructure assets involve operational risks and Greenfield projects involve construction risks. Financing/inflation risk: The leverage involved in financing infrastructure assets exposes investors to the cost of debt and refinancing risk. The value of cash flows may also be impacted by inflation. These risks will have varying degrees of influence on whether an infrastructure investment is appropriate. A toll road and a hospital, for example, have unique characteristics that will influence their distinctive risk profile. In addition, the investments will be subject to typical investment risks such as the price paid, ongoing management and (ultimately) liquidity. As a result, and, as is the case with most investments, it is important to ensure the risks are fully understood at the outset and the portfolio appropriately diversified and balanced. Valuation risk. An appraisal or a valuation of an infrastructure asset is only an estimate of the value and is not a precise measure of realizable value. Ultimate realization of the market value of an asset depends to a great extent on economic and other conditions. Further, appraised values do not necessarily represent the price at which an asset would sell since market prices of infrastructure or private equity assets can only be determined by negotiations between a willing buyer and seller. If an asset were liquidated, the realized value may be more than or less than the appraised value or other valuation of such investment. Insurance risk: The Fund aims to insure its investments or infrastructure assets to cover replacement costs in case of total loss due to physical damage or similar events. However, some losses, like those from natural or man-made disasters, may not be insurable or economically feasible to insure. Factors such as inflation, regulatory changes, environmental concerns, and loan provisions can also make using insurance proceeds impractical for asset replacement. As a result, insurance payouts may not fully restore the Fund’s investment in affected assets. Lack of liquidity risks: It is unlikely that there will be a public market for the investments. One or more Investments may 28  UBS Asset Management LLC GRA Americas Form ADV Part 2A require a substantial length of time to liquidate due to factors such as industry cyclicality, downturns in demand, market disruptions and the lack of available capital for potential purchasers. No assurance can be given that it would be possible to liquidate all investments prior to the end of the fund’s term. Wind down and transition of client assets risk: In the event of a fund wind down and transition of client assets to another investment adviser, clients may be subject to risks including, but not limited to: operational complexities, delays or errors during asset liquidation and transfer; market risks associated with the sale of assets; potential interruptions in investment management; differences in investment strategy, fees, or policies of the new adviser; and regulatory or legal risks associated with the transition process. Clients are encouraged to review all communications and consult with their adviser regarding any concerns or preferences during this transition. Sub-adviser risk: From an infrastructure investment standpoint, engaging sub-advisors introduces specific risks such as operational lapses in asset management, performance issues if their strategies do not align with complex infrastructure demands, potential legal or regulatory challenges impacting infrastructure projects, and oversight deficiencies that could delay the detection or resolution of infrastructure-related problems. These factors may collectively influence stability, compliance, and long-term success of infrastructure fund investments. Loosing employee risk: Losing key employees, also known as key person risk, can significantly disrupt a firm’s operations, weaken client relationships, and diminish access to specialized knowledge. Firms commonly mitigate this risk by implementing succession plans and cross-training, which help ensure that vital positions remain filled and client service continues smoothly during staff transitions Additional risks Regulation with Respect to Private Funds and Advisers. In August 2023, the SEC voted to adopt rules and amendments to existing rules under the Advisers Act (collectively, the “Private Funds Rules”) specifically related to investment advisers and their activities with respect to the private funds they advise. In particular, the Private Funds Rules will, among other things, (i) impose quarterly reporting by private funds to investors that is required to contain detailed information; (ii) require registered investment advisers to obtain an annual audit for all private funds that meet the requirements of the existing Advisers Act custody rule; (iii) require registered investment advisers to obtain a fairness or valuation opinion and make certain disclosures in connection with adviser-led secondary transactions (also known as GP-led secondaries); (iv) restrict advisers from engaging in certain practices unless they satisfy certain disclosure requirements and, in some cases, consent requirements; (v) restrict advisers from providing certain forms of preferential treatment to private fund investors related to liquidity and information rights if they would be reasonably expected to have a material negative effect on other investors and otherwise require advisers to make certain disclosures regarding preferential treatment of investors; and (vi) prohibit an adviser from having a private fund bear the costs of any fees or expenses related to an investigation resulting in a court or governmental authority imposing a sanction for violating the Advisers Act. It is generally anticipated that these rules will have a significant effect on private fund advisers and their operations, including by increasing regulatory and compliance costs and burdens and heightening the risk of regulatory inquiries and actions (including public regulatory sanctions) and limiting our ability or willingness to negotiate certain types of individualized terms with investors in the Clients or similar pools of assets. Private fund investors are expected to bear (either directly or indirectly through their portfolio companies) certain regulatory and compliance costs relating to the Private Funds Rules, which could include (without limitation): fees, costs and expenses incurred in connection with preparing and distributing to investors the quarterly statements required by the rules; soliciting and obtaining from investors any consents required by the rules; providing investors with any notices or disclosures required by the rules; and obtaining and distributing to investors fairness or valuation opinions in connection with adviser-led secondary transactions (including fees paid to third parties engaged by us or the Client to perform or assist with such actions or processes), which fees, costs and expenses could be expected to be material. Clients may be subject to material risks other than those described above based on the specifics of their investment. Additional risks pertaining to specific Clients are disclosed in the respective Governing Documents. Clients should carefully review the full description of risks presented in such documents. 29  UBS Asset Management LLC GRA Americas Form ADV Part 2A Operating Events/Errors Human error, operational error or failure attributable to GRA Americas ("Operating Events/Errors") occasionally may occur in connection with the management of funds and client accounts. GRA Americas follows global Asset Management policies and procedures that address identification and correction of Operating Events/Errors, and resolves matters in a manner consistent with high standards of integrity and ethical conduct. Senior management, in conjunction with Product Control, Business Risk Management and the Legal and Compliance Departments, will determine:(1) whether an Operating Event/Error has, in fact, occurred and the nature of such Operating Event/Error; (2) any impact of an Operating Event/Error on Client accounts; (3) any necessary corrective action; and (4) the appropriate measures to prevent a recurrence of the error. GRA Americas has full discretion to resolve a particular Operational Event/Error in a manner other than specified above after a complete investigation and evaluation of the circumstances surrounding the event. 30  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 9: Disciplinary Information Overview In this section of the Brochure, we are required to disclose legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of our advisory business or the integrity of our management. United States District Court for the Eastern District of Virginia: Alexandria Division – CS Tax Resolution On May 5, 2025, Credit Suisse Services AG (“CSSAG”) pleaded guilty to one felony count of conspiracy to commit offenses against the United States, specifically, violations of Title 26, United States Code, Section 7206(2), the aiding, assisting, procuring, counseling and advising of the preparation and presentation of false income tax returns to the Internal Revenue Service of the Treasury Department, in violation of Title 18, United States Code, Section 371. CSSAG and its affiliates, UBS Group AG, UBS AG, and UBS Business Solutions AG, are now subject to several undertakings, including certain obligations during a three-year term of probation, and ongoing cooperation with the U.S. Department of Justice’s investigation. On May 9, 2025, CSSAG paid an aggregate monetary penalty of USD 371.9M in connection with the plea. CSSAG also contemporaneously entered into a separate non-prosecution agreement with the U.S. Department of Justice regarding U.S. taxpayers booked in the legacy Credit Suisse Singapore booking center. CSSAG is subject to several undertakings, including certain obligations during the three-year term of the non-prosecution agreement, and ongoing cooperation with the U.S. Department of Justice’s investigation. On May 9, 2025, CSSAG paid an aggregate monetary penalty of USD 138.7M in connection with the non-prosecution agreement. The CS Tax Resolution constituted a disqualifying event under Section 9(a) of the Investment Company Act, which prohibits an entity from serving as an investment adviser or principal underwriter for registered funds if the person or one of its affiliates is “permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction ...from engaging in or continuing any conduct or practice in connection with… the purchase or sale of any security.” On May 5, 2025, the SEC published a temporary order granting Section 9(a) relief to UBS AMA LLC and certain of its affiliates permitting it to continue to act for UBSAM’s SEC-registered funds in the various functions pending the issuance of a permanent order. On December 22, 2025, the SEC granted UBS AMA LLC and such affiliates permanent exemptive relief from Section 9(a) solely as a result of the CS Tax Resolution pursuant to the provisions of Section 9(c) of the Investment Company Act. Please refer to Item 4: Advisory Business – ERISA Clients in this Brochure for more information on the effect of this disciplinary event on UBS AMA LLC’s ERISA Plan clients. New Jersey Consent Judgment – Credit Suisse Asset Management On December 17, 2013, the Acting Attorney General of New Jersey on behalf of the Acting Chief of the New Jersey Bureau of Securities filed a complaint in the Superior Court of New Jersey, Mercer County Chancery Division, against Credit Suisse Securities (USA) LLC (“CSSU”) and certain of its affiliates in connection with US residential mortgage-backed securities (“RMBS”) trust certificates prior to the 2008 financial crisis. A consent order and final judgment (the “Consent Judgment”) was entered on October 24, 2022, that, in relevant part, ordered permanent relief under the New Jersey Uniform Securities Law (“New Jersey Securities Law”) that CSSU and its affiliates not violate the New Jersey Securities Law. The Consent Judgment did not involve the Credit Suisse registered funds (for purposes of this disclosure section, the “CS Funds”) or the services that CSAM, Credit Suisse Asset Management Ltd. (“Credit Suisse UK” and together with CSAM, the “Credit Suisse Investment Advisers”), CSSU and their affiliates provided to the CS Funds. 31  UBS Asset Management LLC GRA Americas Form ADV Part 2A On November 14, 2022, certain Credit Suisse entities, including CSAM, voluntarily notified the staff of the SEC regarding the entry of the Consent Judgment. Following the entry of the Consent Judgment, the Credit Suisse Investment Advisers and CSSU continued to provide investment advisory and distribution services (the “Services”), as applicable, to the CS Funds based on their position at the time that the Consent Judgment did not trigger the disqualification provisions of Section 9(a). The Credit Suisse Investment Advisers, CSSU and certain of their affiliates nevertheless applied for an exemption from the disqualification provisions of Section 9(a) of the 1940 Act due to its broad scope. On June 7, 2023, the Credit Suisse Investment Advisers, CSSU and certain of their affiliates applied for and the SEC issued a temporary order, and on July 5, 2023, the SEC granted a permanent order, which provided: (i) a time- limited exemption from Section 9(a) to the Credit Suisse Investment Advisers, CSSU and certain of their affiliates, which enabled the Credit Suisse Investment Advisers and CSSU to provide the Services to the CS Funds until June 12, 2024 (by which point the Services were transitioned to UBS AMA LLC and its affiliate UBS Asset Management (US) Inc., and (ii) a permanent exemption from Section 9(a) to UBS Group AG and its affiliates. As agreed, UBS AMA LLC has merged with Credit Suisse Asset Management LLC, with UBS AMA LLC as the surviving entity. UBS AMA LLC now acts as registered investment adviser to the CS Funds. On December 13, 2023, the SEC entered an administrative cease-and-desist order (the “Order”) against the Credit Suisse Investment Advisers and CSSU. The Credit Suisse Investment Advisers and CSSU consented to the Order without admitting or denying the findings therein. The SEC alleged in the Order that the Consent Judgment caused the Credit Suisse Investment Advisers and CSSU to be deemed ineligible to provide the Services to registered investment companies, including the CS Funds, under Section 9(a) of the 1940 Act and that, during the period from October 24, 2022 to June 7, 2023, the Credit Suisse Investment Advisers acted as investment adviser and CSSU acted as principal underwriter to the CS Funds in violation of Section 9(a) of the 1940 Act. Under the terms of the Order, the Credit Suisse Investment Advisers and CSSU were censured and agreed to cease and desist from committing or causing any violations and any future violations of Section 9(a) of the 1940 Act. The Credit Suisse Investment Advisers and CSSU agreed to pay disgorgement, prejudgment interest and civil penalties totaling $10,080,220. Other Matters UBS AMA LLC has made available other disciplinary items in Part I, Item 11 of the ADV which can be found on the SEC’s website at www.adviserinfo.sec.gov. As UBS AMA LLC is under the ultimate control of UBS Group, it has U.S and non-U.S. affiliates that engage in a variety of financial services activities. UBS AMA LLC may be required to disclose certain disciplinary events involving those affiliates. In addition, such actions may require UBS AMA LLC to seek exemptive or other relief from the SEC or other regulators to permit it to continue conducting its investment advisory business. There is no assurance that such relief will be granted or, if granted, what terms or conditions UBS AMA LLC may need to agree to with respect to its business because of the conduct of its business units and affiliates. 32  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 10: Other Financial Industry Activities and Affiliations Overview This section of the Brochure contains information about our financial industry activities and affiliations. We provide information about the material relationships and arrangements we have with advisory affiliates or any persons under common control with UBS AMA LLC, including broker-dealers, investment companies and other pooled vehicles, affiliated investments advisers, financial planners, banking institutions and other similar entities. We identify if any of these relationships or arrangements creates a material conflict of interests with clients and discuss how we address these conflicts. Broker-Dealer registration UBS AMA LLC is not registered as a broker-dealer. One of its affiliate UBS Asset Management (US) Inc. is a registered broker-dealer and a member of the Financial Industry Regulatory Authority ("FINRA") for the limited purpose of facilitating the distribution of collective investment vehicles, such as mutual funds, managed by UBS AMA LLC and its affiliates. A number of UBS AMA LLC's management persons and personnel are also principals or registered representatives of UBS Asset Management (US) Inc. Futures Commission Merchant , Commodity Pool Operator (“CPOs”), or Commodity Trading Advisor (“CTAs”) UBS AMA LLC is registered with the Commodity Futures Trading Commission ("CFTC") as a commodity pool operator ("CPO") and a commodity trading advisor ("CTA") and is a member of the National Futures Association ("NFA"). UBS AMA LLC is not registered as a Futures Commission Merchant (“FCM”) Information on the registration status of specific investment funds is available upon request. UBS AMA LLC filed a notice of claim for exemption pursuant to CFTC Rule 4.7 in April 1996. Rule 4.7 exempts a CTA and a CPO who file a notice of claim for exemption from having to provide a CFTC-mandated Disclosure Document to certain highly accredited clients, defined as qualified eligible participants ("QEPs") who consent to their account being Rule 4.7 exempt QEP accounts. Upon receiving consent, UBS AMA LLC is exempt from the requirement to provide a Disclosure Document with respect to its Rule 4.7 exempt QEP accounts. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR BROCHURE. The following affiliates of UBS AMA LLC are registered with the NFA as futures commodities merchants (“FCMs”) CPOs, and/or CTAs: UBS Securities LLC (FCM, CPO, and CTA), UBS Financial Services Inc. (FCM), UBS Fund Advisor, LLC (CPO), and Credit Suisse Securities (USA) LLC (FCM). Use of Related Persons—Material Relationships and Arrangements UBS AMA LLC is an indirect wholly owned subsidiary of UBS, a Swiss corporation headquartered in Zurich and Basel, Switzerland. As a large, globally diversified financial services firm, UBS' direct and indirect affiliates and related persons include various broker-dealers, FCMs, CPOs, CTAs, investment advisers, pension consultants, banking organizations and other financial services firms. UBS AMA LLC has arrangements that are material to its advisory business with UBS and certain of its affiliates. UBS AMA LLC may also have arrangements to purchase certain investment advisory, brokerage and incidental services, corporate finance advisory services and foreign exchange services from some UBS affiliates. A list of certain UBS subsidiaries is available in the UBS annual report, which is publicly available at www.ubs.com. 33  UBS Asset Management LLC GRA Americas Form ADV Part 2A • Affiliated Broker-Dealers, Municipal Securities Dealers and Government Securities Broker-Dealers: The following affiliates of UBS AMA LLC are broker-dealers registered in the United States: UBS Securities LLC; UBS Financial Services Inc.; UBS Asset Management (US) Inc.; UBS Fund Services (USA) LLC; and Credit Suisse Securities (USA) LLC. Certain of these affiliates are also registered as municipal securities dealers and/or government securities broker-dealers. In addition, UBS AMA LLC has numerous broker-dealer affiliates operating outside the United States. A complete list of affiliated broker-dealers is available to clients upon request. If consistent with applicable law and contractual arrangements with clients, some transactions for client accounts may be executed through our broker-dealer affiliates, which may earn commissions in connection with such transactions. These affiliates are compensated by clients for executing the transactions; however, UBS AMA LLC has no agreements with its affiliates that obligate it to direct client transactions to such affiliates and UBS AMA LLC receives no compensation from its affiliates in connection with such transactions. All such transactions are executed in compliance with our duty to seek best execution, the Advisers Act, and other applicable law. UBS AMA LLC does not generally act as principal or broker in connection with client transactions. In connection with transactions in which our affiliated broker-dealers may act as principal, UBS AMA LLC, in compliance with applicable regulatory requirements, will disclose to the advisory client the terms of the trade, that the trade will be conducted on a principal basis and obtain the client’s informed consent prior to completion of each such transaction. UBS AMA LLC will recommend that a client engage in such a transaction only when we reasonably believe that we will satisfy our duty to seek best execution. UBS AMA LLC and our affiliates will not engage in principal transactions for clients subject to the Investment Company Act or ERISA, except to the extent permitted by exemptive order, applicable regulation or prohibited transaction exemption. UBS AMA LLC’s affiliated broker-dealers may, subject to applicable law, execute agency cross transactions on behalf of clients only if appropriate client consent is obtained and the required disclosure is made. An "agency cross transaction" is a transaction in which one of our affiliates acts as broker for clients on both sides of the same transaction, and receives a commission from each client. Since our affiliate may receive compensation from parties on both sides of such transactions, UBS AMA LLC and its affiliate may have a potentially conflicting division of loyalties and responsibilities. Consent to agency cross transactions may be revoked by a client at any time by written notice to UBS AMA LLC. UBS AMA LLC may execute securities and futures transactions with broker-dealers that do not have their own clearing facilities and who may clear such transactions through an affiliate of ours. In such cases, our affiliate will receive a clearing fee. UBS AMA LLC’s affiliates have direct or indirect interests in electronic communication networks and alternative trading systems (collectively "ECNs"). UBS AMA LLC, in accordance with its fiduciary obligation to seek best execution, may execute client trades through ECNs in which its related persons have, or may acquire, an interest. A related person may receive compensation based upon its ownership percentage in relation to the transaction fees charged by the ECNs. UBS AMA LLC will execute through an ECN in which a related person has an interest only in situations where we reasonably believe such transactions will be in the best interests of our clients and the requirements of applicable law have been satisfied. In accordance with Section 11(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, UBS AMA LLC’s affiliates may effect transactions for our client accounts on a national securities exchange of which an affiliate is an equity owner and/or a member and may retain compensation in connection with those transactions. UBS AMA LLC may effect transactions through an affiliate on behalf of clients on an agency basis. For clients with respect to which we are a "fiduciary" as defined in ERISA, such transactions will be effected in accordance with the terms of Prohibited Transaction Exemption 86-128 or other applicable prohibited transaction exemptions. 34  UBS Asset Management LLC GRA Americas Form ADV Part 2A UBS AMA LLC and its affiliates are authorized to effect agency transactions through an affiliated broker- dealer for its clients that are registered investment companies (the "Mutual Funds") pursuant to procedures adopted in accordance with Rule 17e-1 under the Investment Company Act (and approved by the Mutual Funds' Boards of Directors/Trustees). Rule 17e-1 is intended to ensure that all brokerage commissions paid by the Mutual Funds are reasonable and fair. Further, any transactions between the Mutual Funds and any other advisory account for which we also act as investment adviser are effected consistent with the requirements and conditions of Rule 17a-7 under the Investment Company Act. UBS AMA LLC may also effect "cross" transactions between client accounts in which we will cause one client to purchase securities/investment held by another client of ours. Such transactions are only conducted in accordance with applicable law when we deem the transaction to be in the best interest of both clients and at a price determined by reference to independent market conditions, and which we believe to constitute "best execution" for both clients. We will not execute a cross transaction through an affiliated broker-dealer, and neither UBS AMA LLC nor any of its affiliates will receive any compensation in connection with a cross transaction. We will effect cross transactions with any client subject to ERISA only as permitted by ERISA Section 408(b)(19) or other applicable prohibited transaction exemption. In the case of crossing municipal securities, UBS AMA LLC will only effect cross trades in investment grade securities, at the close of business, based upon a price determined by an independent pricing service to be reflective of current market conditions. With respect to Mutual Funds, such “cross” transactions would be subject to procedures adopted in accordance with Rule 17a-7 under the investment Company Act (and approved by the Mutual Funds’ Boards of Directors or Trustees). Rule 17a-7 is intended to ensure that all such transactions are reasonable and fair. • Investment Companies and Other Pooled Investment Vehicles: UBS AMA LLC is the investment adviser or sub-adviser for various investment companies registered under the Investment Company Act, as well as pooled investment vehicles exempt from registration under the Investment Company Act, including private investment companies, offshore funds and CLOs. Below is a list of registered funds managed by UBS AMA LLC, as of the date of this Brochure. Certain employees of UBS AMA LLC may be officers and/or directors/trustees of the funds listed below. DISCLAIMER: The information provided in this Brochure is intended solely for complying with Form ADV disclosure requirements. This Brochure does not constitute an offer to sell or a solicitation of an offer to buy any securities. Nothing in this Brochure shall limit or restrict the particular terms of any specific offering. Offers will be made only to qualified investors by means of a prospectus or confidential private offering memorandum providing information as to the specifics of the offering. No offer of any interest in any product will be made in any jurisdiction in which the offer, solicitation or sale is not permitted, or to any person to whom it is unlawful to make such offer, solicitation or sale. • Registered Investment Companies: Each of the following investment company groups offer one or more open-end or closed end investment companies registered under the Investment Company Act to qualifying investors: – The UBS Funds – PACE Select Advisors Trust. Please note that in most cases, various sub-advisers manage the investment portfolios of the funds under PACE Select Advisors Trust. – Master Trust. Please note that interests in Master Trust are issued solely in private placements transactions that do not involve a "public offering" within the meaning of Section 4(2) of the Securities Act of 1933. Investments in Master Trust may only be made by "accredited investors" within the meaning of Regulation D under the Securities Act of 1933. – SMA Relationship Trust – UBS Investment Trust – UBS Series Funds – UGA A&Q RICs – A&Q Multi-Strategy Fund, A&Q Technology Fund LLC, A&Q Long/Short Strategies Fund LLC – Credit Suisse Global High Yield Credit Fund Inc 35  UBS Asset Management LLC GRA Americas Form ADV Part 2A – Credit Suisse Asset Management Income Fund Inc – Credit Suisse Floating Rate High Income Fund – Credit Suisse Strategic Income Fund • Other Pooled Investment Vehicles: UBS AMA LLC offers various pooled investment vehicles through its each of its business units. A complete list of fund vehicles can be provided upon request. • Other Investment Advisers: UBS AMA LLC is one of the investment advisory entities within the UBS Asset Management division. RE and Farmland are also SEC-registered investment advisers in the division. UBS AMA LLC presents multi-asset class marketing materials to certain prospective clients that may include materials for RE and Farmland, along with strategy or fund information related to various UBS AMA LLC products or services, in the same presentation. Such presentations would contain both GIPS compliant and non-GIPS compliant materials. In addition, UBS Asset Management division includes various Participating Affiliates operating outside the United States that provide investment management services. UBS AMA LLC may, in its discretion, utilize personnel of Participating Affiliates to perform certain advisory and or other functions (including portfolio management and placing trades on behalf of clients) to any Participating Affiliate. The employees of such Participating Affiliates may provide portfolio management, research, financial analysis, order placement, and other services to UBS AMA LLC's U.S. clients. Such employees will be acting as associated persons of UBS AMA LLC in providing such services under the direct supervision and oversight of UBS AMA LLC. UBS AMA LLC remains responsible for the advice and services provided and clients will not pay additional investment advisory fees as a result of such advice and services being rendered by such associated persons, absent disclosure and express client consent. UBS AMA LLC has a Global Services Agreement in place with its Participating Affiliates, which is structured in accordance with a series of SEC no-action relief letters mandating that Participating Affiliates remain subject to the regulatory supervision of both UBS AMA LLC and the SEC in certain respects. Under the terms of the Global Service Agreement among certain domestic and foreign entities within the UBS Asset Management division, the parties agree to provide such advice and assistance to each other as is reasonably necessary to permit the others in the division to render investment advice and related services to UBS AMA LLC client accounts. Such advisory affiliates include, but are not limited to: • UBS Asset Management (Australia) Ltd. • UBS Asset Management (Canada) Inc. • UBS Asset Management (Europe) S.A. (including participating branch offices) • UBS Asset Management (Hong Kong) Limited • UBS Asset Management (Japan) Limited • UBS Asset Management (Shanghai) Limited • UBS Asset Management (Singapore) Ltd. • UBS Asset Management Switzerland AG • UBS Asset Management (Taiwan) Ltd. • UBS Asset Management Trust Company • UBS Asset Management (UK) Ltd. • UBS Asset Management Credit Investment Group (UK) Ltd. • UBS Farmland Investors, LLC • UBS Realty Investors, LLC • UBS RUI YUAN Investment Fund Management (Shanghai) Limited Advisory affiliates that provide fund administration services outside the United States, include, without limitation: • UBS Asset Management Funds Ltd. 36  UBS Asset Management LLC GRA Americas Form ADV Part 2A • UBS Fund Management (Ireland) Ltd. • UBS Fund Management (Switzerland) AG • UBS Rui Yuan Investment Fund Management (Shanghai) Limited • Financial Planners: Affiliates of UBS AMA LLC, including UBS AG and UBS Financial Services, may provide financial planning services to their clients. • Banking Institutions: UBS AMA LLC is a member of the UBS Asset Management division of UBS Group AG, a Swiss financial organization. Affiliated banking institutions include the following wholly owned subsidiaries of UBS Group AG: UBS AG, a Swiss banking organization and a financial holding company under the US Bank Holding Company Act; and UBS Bank USA, National Association, a national bank. UBS Asset Management Trust Company, an Illinois chartered non-depository trust company, is an affiliate of UBS AMA LLC. Certain UBS Asset Management employees are also officers of the Trust Company. In addition, UBS AMA LLC provides investment sub-advisory services to the Trust Company with respect to certain CITs. The Trust Company provides fiduciary services to employee benefit retirement plans and serves as the investment manager and trustee for various CITs, including UBS (US) Group Trust and certain closed-end CITs. The CITs are investment vehicles through which ERISA retirement plans, governmental plans, and other eligible retirement plans commingle their assets for investment purposes. The CITs are exempt from registration under the Investment Company Act. • Pension Consultants: UBS AMA LLC may provide pension consulting services to certain of its clients, subject to compliance with applicable rules and regulations, including ERISA. In addition, certain of our affiliates, including UBS Financial Services, may also provide pension consulting services to their clients. • Limited Partnership Sponsorships: UBS AMA LLC is the general partner of certain private equity limited partnerships in which clients were previously solicited to invest, but which are no longer open to new investors. UBS AMA LLC has engaged Adams Street Partners LLC, an unaffiliated registered investment adviser, to sub-advise these limited partnerships. • Recommending or selecting other investment advisers and sub-advisers: UBS AMA LLC may recommend or select other investment advisers or sub-advisers for clients; however, we do not receive direct or indirect compensation from those advisers or sub-advisers. • Other: Certain subsidiaries of UBS Group AG, including UBS Business Solutions US LLC, UBS Business Solutions AG, UBS Business Solutions Poland sp. z.o.o., and UBS Business Solutions (India) Private Limited provide certain services to UBS's affiliates and subsidiaries, including UBS AMA LLC. Services currently include Finance, Risk Control, Compliance, Legal, Human Resources, Technology, and Operations. Additional considerations As described previously, UBS AMA LLC will generally be deemed a related party with respect to UBS Group, including its various directly and indirectly owned subsidiaries. These entities engage in a variety of financial services activities. In the regular course of business, UBS Group and its affiliates may engage in activities where their interests or the interests of their clients conflict with the interests of UBS AMA LLC’s clients. The potential conflicts of interest that may arise due to the broad spectrum of activities engaged in by UBS Group, UBS AMA LLC and its affiliates are described in detail in the Governing Documents of portfolios or funds advised by UBS AMA LLC. These potential conflicts, which may arise in the regular course of business, include, but are not limited to, the following: (i) UBS Group and its affiliates may receive investment banking fees from portfolio companies and other parties involved in transactions with UBS AMA LLC’s clients; 37  UBS Asset Management LLC GRA Americas Form ADV Part 2A (ii) UBS Group or its affiliates may act, or may seek to act, as a financial advisor to third parties in connection with the sale or purchase of securities or businesses meeting the investment objectives of UBS AMA LLC’s clients, which may prevent UBS AMA LLC’s clients from investing in the securities or businesses being sold; (iii) UBS Group and its affiliates may act, or may seek to act, as financial adviser to a potential third- party buyer of a potential investment that UBS AMA LLC’s clients are also seeking to buy, or a potential buyer of an existing portfolio company or any assets or businesses held by an existing portfolio company; (iv) UBS AMA LLC’s clients may be offered an opportunity to make an investment: (a) in connection with a transaction in which UBS Group, its affiliates or one of their clients (or one of UBS AMA LLC’s own clients) is expected to or seeks to participate; or (b) in a company in which UBS Group, its affiliates or one of their clients (or one of UBS AMA LLC’s own clients) already has made, or concurrently will make or seek to make, an investment; (v) a client of UBS AMA LLC may hold the same or a different class of securities of the same issuer relative to another client of UBS AMA LLC or the same or a different class relative to UBS Group, its affiliates or one of their clients. It is possible that in connection with an insolvency, bankruptcy, reorganization, or similar proceeding, a client account will be limited (by applicable law, courts or otherwise) in the positions or actions it will be permitted to take due to other interests held or actions or positions taken by UBS AMA LLC or other clients of UBS AMA LLC, or of UBS Group, its affiliates or one of their clients; (vi) purchases or sales of securities, assets or businesses whose securities are held by a client of UBS AMA LLC may be made from or to UBS Group, a UBS Group affiliate or one of their clients (or another client of UBS AMA LLC); (vii) proceeds from the sale of securities by one of UBS AMA LLC’s clients may be used to repay a loan to the issuer from UBS Group, a UBS Group affiliate or client (or to one of UBS AMA LLC’s other clients); (viii) UBS Group and its affiliates may make investments or undertake investments on behalf of their clients that are similar to the investments intended to be made by UBS AMA LLC’s clients; (ix) UBS AMA LLC’s clients may enter into arrangements to acquire or sell debt or equity investments, borrow funds, or guarantee borrowings of funds from, or enter into hedging or other transactions with, UBS Group or its affiliates; (x) UBS Group and its affiliates have, and may in the future develop, relationships with a significant number of companies and their senior managers, including relationships with clients who may hold or may have held investments similar to the investments intended to be made by UBS AMA LLC’s clients; (xi) employees of UBS Group may receive remuneration as a result of cross-divisional transactions and referrals made to its affiliates; (xii) UBS Group and its affiliates may make investments on behalf of clients into portfolios or funds managed, advised or sponsored by UBS Group or one of its affiliates; and (xiii) UBS Group and its affiliates may have financial interests that diverge from those of UBS AMA LLC’s clients and may take actions harmful to UBS AMA LLC’s clients. UBS AMA LLC has implemented policies and procedures reasonably designed to identify, and to mitigate or avoid, the potential conflicts associated with the range of activities conducted by UBS Group. These policies include electronic and physical barriers to prevent the misuse of confidential information within UBS Group. 38  UBS Asset Management LLC GRA Americas Form ADV Part 2A UBS AMA LLC, in managing client portfolios, may acquire investments representing parts or levels of an issuer’s capital structure different than those held in other client portfolios. UBS AMA LLC acknowledges there will be conflicts of interest in managing such investments in distressed situations. For example, UBS AMA LLC, on behalf of a client, may elect to serve on creditors’ committees, official or unofficial, equity holders’ committees or other groups to ensure preservation or enhancement of the client’s position as a creditor or equity holder in bankruptcy or insolvency proceedings or otherwise be engaged in financial restructuring activities in a variety of capacities. Such activities may result in UBS AMA LLC receiving confidential information that may, as a result of applicable securities laws or the internal policies of UBS AMA LLC, limit or otherwise constrain UBS AMA LLC’s flexibility in purchasing or selling securities or other obligations with respect to all client portfolios. At times, UBS AMA LLC, in an effort to avoid such restrictions or limitations for client portfolios, may elect not to receive confidential information, which may be relevant to the client portfolios, that other market participants are eligible to receive or have received. However, UBS AMA LLC may choose to implement information barrier procedures to allow investments to be managed independently by preventing the transmission of private side information to those managing public side client holdings. These procedures are designed to balance the various investment interests of all clients during distressed situations, manage potential conflicts between clients, and satisfy fiduciary duties owed to all clients. Investment banking affiliates of UBS AMA LLC may advise buyers acquiring a distressed company, while UBS AMA LLC serves on the creditors’ committee of the company as a result of its clients’ equity or debt holdings of the company. UBS AMA LLC has established information barrier procedures to address these instances. In addition, other potential conflicts of interest may arise due to the activities of UBS AMA LLC and its personnel. These potential conflicts include, but are not limited to, the following: (i) personnel of UBS AMA LLC may serve as directors of certain companies in which UBS AMA LLC’s clients have an interest, and, in that capacity, will be required to make decisions that consider the best interests of the portfolio company rather than the individual interests of UBS AMA LLC’s clients; and (ii) personnel of UBS AMA LLC may serve in various other capacities and will devote such time to each of UBS AMA LLC’s clients as UBS AMA LLC, in its sole discretion, deems necessary to carry out the operations of each client effectively. UBS AMA LLC and its affiliates provide investment advisory and other services to various clients and may give advice or take other actions in the performance of those services to some clients that may differ materially from the advice given, or the timing or nature of actions taken, with respect to other clients. As noted above in Item 6, the receipt of performance fees by UBS AMA LLC or its affiliates creates a potential conflict of interest because UBS AMA LLC could benefit from disproportionately allocating investment opportunities to those client accounts subject to performance fees. UBS AMA LLC has adopted policies and procedures designed to ensure that investment opportunities are allocated fairly among eligible accounts (i.e., clients with similar investment strategies) over time. Expert Research Networks UBS AMA LLC may utilize expert network services to obtain market, sector, company or other information. There may be a conflict of interest in such arrangements as the experts are financially incentivized to provide information in order to maintain their position within the network. UBS AMA LLC has procedures in place that seek to address such conflicts, including managing the risks of receiving inside information. Monitoring of conflicts of interest UBS AMA LLC has established policies and procedures to identify and address potential conflicts of interest. Any conflicts of interest that arise between one of UBS AMA LLC’s clients and UBS Group and its affiliates or their clients (or another client of UBS AMA LLC) will be discussed and resolved on a case by case basis by senior officers of UBS Group and its affiliates and representatives of UBS AMA LLC, or internally by UBS AMA LLC, as applicable. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving rise to the potential conflict. Potential conflicts will not necessarily be resolved in favor of UBS AMA LLC’s clients or any one of UBS AMA LLC’s clients. To the extent possible, UBS AMA LLC will seek to engage in arm’s-length transactions in which UBS Group and its affiliates have a direct or indirect financial 39  UBS Asset Management LLC GRA Americas Form ADV Part 2A interest. Although GRA Americas may have apparent conflicts of interest between certain Clients and its affiliates, we believe that we have adopted adequate policies and procedures to address such concerns, including appropriate disclosures, as well as our continuing duty to seek best execution. 40  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Overview This section of the Brochure contains a summary of our Code of Ethics. We also describe circumstances where we may recommend, buy or sell securities for client accounts in which we (or a related person) may have a material financial interest. This description includes information on the conflicts of interests that may arise and how we address these conflicts. Code of Ethics: Proprietary and Employee Securities Transactions UBS AMA LLC has adopted a Code of Ethics ("Code") designed to meet the requirements of Rule 204A-1 of the Advisers Act and which sets forth ethical standards of business conduct required from all employees, including compliance with any other applicable securities laws. The Code is intended, among other things, to ensure that personal investing activities by employees and certain of their family members are consistent with our fiduciary duty to clients. The Code sets forth policies and procedures on identifying, escalating and addressing any potential or actual conflicts of interest that may present themselves between employees, officers and directors of UBS AMA LLC and UBS AMA LLC’s clients. The Code incorporates the following general principles which all employees are required to uphold: • UBS AMA LLC and its employees must at all times place the interest of its clients ahead of their own; • No principal or employee of UBS AMA LLC may buy or sell securities for his or her personal account portfolio(s) where their investment decision is a result of information received as a result of his or her employment unless the information is also available to the investing public; • All employees are required to act in accordance with all applicable federal and state regulations governing registered investment advisory practices; and • All employees are required to report violations of the Code to the Chief Compliance Officer. Unless specifically exempted under Rule 204A-1, our Code generally requires employees to obtain written preclearance for all securities transactions. UBS AMA LLC views certain transactions as especially likely to create a conflict of interest with its clients, and therefore prohibits employees from engaging in the following types of transactions: (i) short sales of shares of UBS and certain related financial instruments; (ii) purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures; and (iii) IPOs. Investments in limited offerings are permitted, with preclearance for any new investments or additional capital investments. UBS AMA LLC also permits options trading under certain conditions and with preclearance. All employees of UBS AMA LLC and our affiliates may from time to time have acquired or sold, or may subsequently acquire or sell, for their personal accounts, securities that may also be held, or have been purchased or sold, for the accounts of our clients. Our Code imposes certain "lockout" periods whereby certain employees may not be able to trade in a particular security if we are recommending a transaction in that security for clients. These lockout periods are subject to certain exceptions upon approval by a compliance officer. Employees also are required to hold securities, including mutual funds we advise or sub-advise, for a period of at least 30 days. Additionally, in order to ensure that employees are not distracted from servicing advisory clients, employees are discouraged from engaging in any personal trading activity that consumes excessive time and attention or interferes with the performance of their duties for UBS AMA LLC or UBS AMA LLC clients. The trading restrictions generally do not apply to accounts in which an employee has an interest but which is subject to a discretionary investment management agreement, whether with an affiliate or an unaffiliated manager. Additionally, our employees may be investors in certain pooled vehicles for which we or an affiliate acts as investment adviser. For purposes of the Code, such investment vehicles are treated as clients and are not subject to the personal trading restrictions described above. 41  UBS Asset Management LLC GRA Americas Form ADV Part 2A All UBS AMA LLC employees are required, upon hire and on at least an annual basis, to confirm receipt of the Code and to attest their compliance with the policies and procedures therein. Employees are also required to: (i) disclose any covered personal accounts, as defined in the Code, within 10 calendar days of becoming an employee of UBS AMA LLC, including certain immediate family member accounts; (ii) submit initial and annual holdings reports disclosing their personal securities holdings in any covered personal accounts; (iii) submit quarterly reports disclosing all personal securities transactions in any covered personal accounts; and (iv) report any violations of the Code promptly to the Head of Compliance of the applicable business unit. Holdings and transactions may be periodically reviewed by the control functions, and any violations are appropriately escalated to the CCO and resolved in accordance with Rule 204A-1, UBS AMA LLC policies and any other federal securities laws, as applicable. UBS AMA LLC has also established separate policies and procedures designed to detect other conflicts of interest and prevent insider trading. All employees are provided with such policies and are required to complete comprehensive compliance training on at least an annual basis. UBS AMA LLC will provide a copy of our Code of Ethics to any client or prospective client upon request. Participation or interest in client transactions General UBS AMA LLC may purchase or sell, or recommend for purchase or sale, for our investment advisory clients securities of companies: (i) with respect to which our affiliates act as an investment banker or financial adviser; (ii) with which our affiliates have other confidential relationships; (iii) in which our affiliates maintain a position or make a market; or (iv) in which the affiliate or its officers, directors or employees own securities or otherwise have an interest if it determines such transactions to be in the best interest of its clients. Except to the extent prohibited by law or regulation or by client instruction, UBS AMA LLC may recommend to our clients, or purchase for our clients, securities of issuers in which UBS has an interest. We may also invest in or recommend for purchase for our clients securities issued by a company for whose pension plan we act as investment manager or otherwise with whom we have a client relationship (i.e. ERISA clients). To minimize potential conflicts of interests, UBS AMA LLC’s investment advisory business is structured as a separate and distinct business from our affiliates that conduct banking, investment banking, broker-dealer (other than pooled fund distribution), wealth management or a variety of other financial services businesses. In providing such services, our affiliates may have access to material, non-public information. In order to prevent the improper communication of such inside information, UBS AMA LLC and its affiliates have established policies and procedures designed to prevent the misuse of such information and the spread of such information within or across business divisions. UBS AMA LLC’s business processes and information systems are designed to prevent sensitive information regarding affiliates’ businesses from being shared with or accessed by our personnel and to prevent sensitive information regarding our business from being shared with or accessed by our affiliates. However, despite these information barriers, as a result of applicable law or potential conflicts of interests, UBS AMA LLC may be precluded from effecting or recommending transactions in particular securities for its clients that we may otherwise believe are an attractive investment. Material, nonpublic information may also become available to UBS AMA LLC through our client relationships or other activities. This information will not knowingly be passed on to our investment advisory clients, or used for our or their benefit, or for any other purpose. The highest priority of every investment professional at UBS AMA LLC is to pursue each client’s investment goals through independent analysis and portfolio management. At all times, our research, security selection and trade execution is performed strictly and solely in adherence to the investment principles established independently by UBS AMA LLC, and in full compliance with all applicable banking, securities and fiduciary laws and regulations. To the extent we cause transactions for client accounts to be executed through affiliates (which will only be done in compliance with applicable law, as described above), UBS AMA LLC receives no additional remuneration with respect to such transactions. The compensation of our personnel is dependent solely on the results of our investment advisory business. From time to time, UBS AMA LLC and our affiliates may engage in cross-marketing their services to clients and prospects. As noted above, UBS AMA LLC and our affiliates have policies and procedures in place to prevent the improper flow of information to or from UBS AMA LLC as a result of such cross-marketing opportunities. 42  UBS Asset Management LLC GRA Americas Form ADV Part 2A UBS Asset Management and our affiliates have relationships with a number of clients who, directly or through one or more affiliates, issue publicly-traded securities. UBS AMA LLC may, in compliance with client investment guidelines and applicable law, purchase on behalf of our clients securities issued by another client. UBS Asset Management has a number of policies and procedures designed to manage this potential conflict of interest. As a result of differences in client objectives, strategies and risk tolerances, UBS AMA LLC may give different advice or make different recommendations to different clients that are authorized to invest in the same fund/assets/securities. In addition, our investment advice may differ from advice given by other business divisions within UBS or by other portfolio managers of UBS, as our investment advisory business is structured as a separate and distinct business from our affiliates that conduct banking, investment banking, broker-dealer (other mutual fund distribution), wealth management, investment management or a variety of other financial services businesses. Conflicts exist when UBS AMA LLC and/or our affiliates invest, on behalf of our clients, in more than one part of the capital structure of the same investment opportunities. UBS AMA LLC has a number of policies and internal controls designed to manage this potential conflict of interest. Investments in Funds When permitted by applicable law and the client's investment guidelines, and when considered by UBS AMA LLC to be in the best interests of a client, we may recommend to clients and we may invest assets of client accounts in various closed-end and open-end investment companies, collective investment trusts and other pooled investment funds managed by UBS AMA LLC or an affiliate. UBS AMA LLC may or may not receive compensation for such services from the funds. Absent disclosure and client consent to paying fees at both levels, we will generally waive our management fee with respect to assets so invested to the extent of the compensation we or our affiliates receive for investment advisory services rendered with respect to such pooled investment vehicles; however, clients will pay custody, administration, audit and other fund fees and expenses in connection with such investments. UBS AMA LLC, on behalf of clients, may invest in private equity offerings in which an advisory affiliate and/or related person may also invest. With respect to such investments, our advisory affiliates and/or related persons may buy and sell at times and prices which may be more or less favorable than prices paid or received by our clients. 43  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 12: Brokerage Practices Overview This section of the Brochure contains information regarding our brokerage practices, including the selection of broker-dealers and other execution counterparties and in negotiating fee commissions and other transaction costs on behalf of our client accounts. Additionally, we discuss the aggregation and allocation of client orders. Since GRA Americas invests primarily in direct assets on behalf of clients, it is unusual for us to engage on a frequent basis in securities-type transactions with broker-dealers. Aggregation and allocation of orders It is our policy to allocate, to the extent possible, investment opportunities on a fair and equitable basis. The factors that GRA Americas may consider in allocating investments among the direct assets and the other clients include, without limitation: the fund’s or the other clients’ investment strategies, concentrations and diversification within such entity’s portfolios; tax and regulatory issues; the nature and size of existing portfolio holdings and cash positions; risk/return objectives; and anticipated redemptions and subscriptions (liquidity). In certain circumstances, GRA Americas may give special consideration if the funds or other clients have a substantial amount of available cash. With respect to new investment opportunities, GRA Americas determine whether the funds and any other clients are suitable and eligible to receive such opportunities, taking into consideration the factors described above. Furthermore, certain funds are subject to legal/regulatory restrictions that other funds are not and this may have an impact on the manner in which some securities are allocated. GRA Americas has no obligation to invest in or withdraw from a portfolio fund for the funds or other clients, even though GRA Americas may invest in or withdraw from a portfolio fund/direct investments for the accounts of other clients if GRA Americas believes in good faith that such transaction or investment would be unsuitable, impractical or undesirable. In cases where an investment opportunity may be limited, GRA Americas has established procedures to seek to ensure that all clients are treated equitably and fairly. We receive no additional services that we would otherwise pay for, such as research, from brokers or other third parties (i.e. soft dollars) in exchange for services. Also, in selecting or recommending brokers, we do not consider whether or not we receive or a related person receives client referrals from a broker or third party, nor do we direct transactions to any broker in return for client referrals. . 44  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 13: Review of Accounts Overview This section of the Brochure describes our process for reviewing client accounts. We also describe the types of reports we provide to clients. Account review Each account is reviewed by one or more portfolio managers on a regular and continuous basis. The review process typically includes ongoing consideration of major market and economic developments and their effects on the securities held in each account. In addition, the review process will typically involve a review and analysis of the performance of the individual positions held in each account, the performance of the entire portfolio of securities held in the account generally, and the risks inherent in the individual positions and portfolio as a whole. Additionally, all of GRA Americas’ accounts are independently reviewed by UBS Group Risk Control. Members of Group Risk Control do not report to the business head of the relevant GRA Americas’ asset class, but rather to other channels throughout UBS. Valuation reviews For our illiquid assets, the portfolio manager will prepare a detailed financial model of the investment to determine an appropriate purchase price that is reflective of the intrinsic value. The acquisition valuation model for an asset is generally used after acquisition as the asset management valuation model. An external financial adviser may be tasked with preparing the valuation model, and an external consultant tasked with auditing the financial model. Client reporting When it comes to information, we establish dialogue with our clients through phone conversations, periodic written reports, and periodic investment meetings. We attempt to make our staff as available as necessary to the client and/or consultant to provide the information requested. Our Client Relationship Coverage Representatives are generally available upon request to meet with each client annually. Senior portfolio managers or portfolio managers are available, upon request, to attend client meetings as well. Private fund Clients engage independent public accountants, registered with and subject to regular inspection by the Public Company Accounting Oversight Board (“PCAOB”), to conduct an annual audit for the fund and in accordance with Rule 206(4)-2 (the “Custody Rule”). Investors in the private funds will receive such audited financials within 120 days of the respective fund’s fiscal year end, in accordance with the Rule. Additionally, the private funds Management Board will generally receive annual audited statements from GRA Americas regarding each private fund that it governs. Generally, SMA clients, as well as investors in our funds, periodically receive unaudited report that detail the fund’s activity, performance investment strategy, and information necessary to complete their tax filings, as applicable. 45  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 14: Client Referrals and Other Compensation Overview This section of the Brochure describes our process for client referrals and related compensation arrangements. Affiliated or unaffiliated persons ("promoters") may, from time to time, refer, solicit, or introduce clients to GRA Americas may compensate certain promoters consistent with the requirements of applicable law and regulation, including the Advisers Act as well as applicable state/local laws and regulations. We may pay a promoter a recurring fee, a one-time fee or a portion of the advisory fees or revenues that we earn for managing client or investor assets referred to us by the promoter. The costs of such referral fees are typically paid entirely by GRA Americas and do not result in any additional charges to the client or investor. However, certain referral arrangements may result in additional costs to a client or investor in addition to GRA Americas’ advisory fee. In such instances, GRA Americas’ will disclose the additional costs as well as the differential, if any, among clients or investors with respect to the amount or level of advisory fees if such differential is attributable to the existence of the referral arrangement. In addition, our client service representatives and certain of our affiliates’ employees may receive incentive compensation, a portion of which may be attributable to solicitation or sales activities. GRA Americas may also enter into arrangements to reimburse our and our affiliates’ employees for certain business expenses incurred in the solicitation of prospective clients or investors. All arrangements to pay promoters or placement agents for soliciting or doing business with a government client or investor must comply with the Advisers Act as well as any applicable state/local laws or regulations regarding the use of placement agents. GRA Americas has implemented policies and procedures regarding political contributions and doing business with government entities in accordance applicable laws and regulations, including Rule 206(4)-5 under the Advisers Act. All of our employees are required to receive written preclearance for any political contributions through our centralized compliance department to ensure compliance with applicable political contribution restrictions. Furthermore, we do not normally allow political contributions to be made by UBS AMA LLC. GRA Americas employees may occasionally refer clients to our affiliates and may be compensated by such affiliates, consistent with the requirements of applicable law and regulation. Where we have the discretion to allocate client assets we are managing to an affiliate for management as a sub- adviser, we will not receive any referral fees as a result of such allocation. Clients may also retain their own consultants to whom they pay fees directly. GRA Americas and its affiliates may, from time to time, retain these consultants and pay them fees for various services provided to UBS AMA LLC such as pension consulting, market data, educational conferences, or, separate research projects. Consultants performing due diligence on GRA Americas’ investment processes may occasionally attend internal investment strategy meetings, provided that the consultant has executed a confidentiality agreement prior to attending the meetings. 46  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 15: Custody Overview This section of the Brochure describes our custody of client assets. GRA Americas does not maintain physical custody of any client assets and we do not provide securities-related advice to any advisory clients. All our clients’ assets are maintained by qualified custodians and in some instances, the qualified custodian may be an affiliate of UBS AMA LLC The term “custody,” however, is broadly defined by the SEC under Rule 206(4)-2 (the “Custody Rule”), and we perform certain activities that result in GRA Americas being deemed to have custody for certain separately managed accounts and/or pooled investment vehicles. In accordance with the Rule, for those Clients who are pooled investment vehicles, the investors in the Client receive audited financial statements within 120 days of the end of its fiscal year. If GRA Americas is deemed to have custody of Clients’ assets that are not pooled investment vehicles, GRA Americas sends periodic account statements to Clients. We believe, after due inquiry, that our Clients’ qualified custodians send periodic account statements to them as well. To ensure the safekeeping of their assets, clients should review and reconcile any account statements received from GRA Americas with those received from their qualified custodian, and should promptly notify GRA Americas and their qualified custodian if any discrepancies are identified. 47  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 16: Investment Discretion Discretionary authority Overview This section of the Brochure describes our discretionary arrangements when providing investment advisory services to Clients. GRA Americas may provide discretionary investment management services to certain of its Clients. When permitted by a Client's Governing Documents, GRA Americas will make investment related decisions without consulting a Client. These decisions involve determinations regarding which direct asset are purchased and sold, the total amount of assets to be bought and sold and the prices at which such asset are purchased/sold. GRA Americas discretionary authority in making investment related decisions may be limited by account investment guidelines, investment objectives and restrictions, as agreed between GRA Americas and the Client. Clients may limit GRA Americas’ discretionary authority. Any such restrictions or limitations applicable to a Client are disclosed in their Governing Documents. 48  UBS Asset Management LLC GRA Americas Form ADV Part 2A: Brochure Item 17: Voting Client Securities Overview This section of the Brochure describes how GRA Americas manages proxy votes on behalf of our clients. The invested assets of GRA Americas’ asset classes typically do not have proxies attached to them. The third- parties we use to manage cash for some of our funds or clients generally do not engage in, but is not precluded from, voting proxies related to cash investments. 49  UBS Asset Management LLC GRA Americas Form ADV Part 2A Item 18: Financial Information This section of the Brochure describes our financial condition, including whether UBS AMA LLC has been the subject of any bankruptcy petition and whether we require fee payment in advance. To the best of our knowledge, there are no financial conditions to disclose at the present time that we believe are reasonably likely to impair our ability to meet our contractual commitments to our clients. Neither GRA Americas nor UBS AMA LLC have ever been the subject of a bankruptcy petition at any time during the past ten years. 50