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Form ADV Part 2A Brochure
Item 1 – Cover Page
Unified Global Alternatives
787 7th Avenue
New York, NY 10019
(212) 713-2000
https://www.ubs.com/us/en/assetmanagement/capabilities/unified-global-alternatives.html
SEC File Number #801-34910
June 30, 2025
This brochure (“Brochure”) provides information about the qualifications and business practices of Unified Global
Alternatives (“UGA”), a collaboration between Global Wealth Management (“GWM”) and Asset Management
(“AM”). UGA is hosted in AM with an additional reporting line into GWM. The information in this brochure is solely
information where UBS Asset Management (Americas) LLC (“AMA LLC”) serves as investment adviser for UGA
business. If you have any questions about the contents of this Brochure, please contact OL-UGA-ADV@ubs.com.
The information in this Brochure has not been approved or verified by the United States Securities and Exchange
Commission (“SEC”) or by any state securities authority.
Additional information about UBS Asset Management (Americas) LLC is also available on the SEC’s website at
www.adviserinfo.sec.gov. You can search the SEC’s site by a unique identifying number, known as a CRD number.
Our 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.
UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Material Changes
Item 2
UBS Asset Management (Americas) LLC (“UBS AMA LLC”) filed its last annual update to the Brochure on March
30, 2024 to reflect material changes to its Brochure.
During the first quarter of 2025, a new distinct business unit, Unified Global Alternatives, (“UGA” or “Unified
Global Alternatives”), was launched by combining the alternatives multi-manager selection franchises from the
Asset Management and the Global Wealth Management divisions of UBS AG. UGA absorbed the former distinct
business units of UBS Hedge Fund Solutions (“HFS”) and the multi-manager private equity, private credit, real
estate and infrastructure businesses from the Real Estate and Private Markets Americas distinct business unit
(“REPM Americas”). REPM Americas was subsequently renamed “Global Real Assets Americas” (or “GRA
Americas”) and is now comprised of solely the direct real asset businesses (i.e., direct real estate, farmland and
infrastructure). In addition, as part of the acquisition of Credit Suisse Group AG by UBS Group AG effective June
12, 2023, investment advisory contracts from the Direct Equity Partners Investment Program (“DEP Program”)
within Credit Suisse Securities (USA) LLC (“CSSU”) were assigned to UBS AMA LLC as part of the UGA business
unit, as of March 1, 2025. Due to the integration of the DEP Program by transferring all Investment Management
Agreements to AMA LLC, CSSU has no longer any advisory business or advisory clients, funds or separately
managed accounts (“SMA’s”). As of May 30th, 2025, a new investment governance framework within UGA has
been implemented with individual Investment Committee’s (“IC”) for each of the investment verticals as well as a
Platform Research Committee that is responsible for the review and approval of Investments’ to be offered on the
Global Wealth Management Alternative Investment Platform in UBS.
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 business unit UGA; (3) the single manager hedge fund business unit
(“O’Connor”); (4) the Credit Investments Group (“CIG”) business unit, a global non-investment grade credit
manager; and (5) the direct infrastructure advisory business, which is managed as part of the 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 UGA,
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.
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UBS Asset Management (Americas) LLC
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Form ADV Part 2A
Table of Contents
Item 3
Item 1
Cover Page ......................................................................................................................................... 1
Item 2
Material Changes ............................................................................................................................... 2
Item 3
Table of Contents ............................................................................................................................... 3
Privacy Notice ........................................................................................................................................................ 4
Item 4
Advisory Business ............................................................................................................................... 5
Item 5
Fees and Compensation ..................................................................................................................... 9
Item 6
Performance-Based Fees and Side-By-Side Management .................................................................. 13
Item 7
Types of Clients ................................................................................................................................ 15
Item 8
Methods of Analysis, Investment Strategies and Risk of Loss ............................................................ 17
Item 9
Disciplinary Information .................................................................................................................... 39
Item 10
Other Financial Industry Activities and Affiliations ............................................................................ 41
Item 11
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................ 49
Item 12
Brokerage Practices .......................................................................................................................... 53
Item 13
Review of Accounts .......................................................................................................................... 56
Item 14
Client Referrals and Other Compensation ........................................................................................ 59
Item 15
Custody ............................................................................................................................................ 61
Item 16
Investment Discretion ....................................................................................................................... 62
Item 17
Voting Client Securities .................................................................................................................... 63
Item 18
Financial Information ........................................................................................................................ 64
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UBS Asset Management (Americas) LLC
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Form ADV Part 2A
Privacy Notice
This notice describes the privacy policy of UBS Asset Management (Americas) LLC ("UBS AMA LLC"). UBS AMA LLC is
committed to protecting the personal information that it collects about individuals who are prospective, current, or former
advisory clients.
UBS AMA LLC collects personal information in connection with providing investment advisory services primarily to process
requests and transactions, provide customer service and communicate information about its products and services.
Personal information, which is obtained from applications and other forms or correspondence, may include, but is not
limited to, name(s), address, e-mail address, telephone number, date of birth, social security number or other tax
identification number, bank account information, financial information and other investments in mutual funds or other
investment programs managed by UBS AMA LLC or its affiliates ("Personal Information").
UBS AMA LLC limits access to Personal Information to those who need it to process transactions and service accounts.
These individuals are required to maintain and protect the confidentiality of Personal Information and to follow established
procedures. UBS AMA LLC maintains physical, electronic, and procedural safeguards to protect Personal Information and
to comply with applicable laws and regulations.
UBS AMA LLC may share Personal Information with its affiliates to facilitate the servicing of accounts and for other
business purposes, or as otherwise required or permitted by applicable law. UBS AMA LLC affiliates are companies
controlled by a member of UBS AMA LLC or under control with UBS AMA LLC. UBS AMA LLC may also share Personal
Information with non-affiliated third parties that perform services, such as vendors that provide data or transaction
processing, computer software maintenance and development, and other administrative services. When UBS AMA LLC
shares Personal Information with a non- affiliated third party, it is only shared pursuant to a contract that includes
provisions designed to ensure that the third party will uphold and maintain privacy standards when handling Personal
Information. In addition to sharing information with non-affiliated third parties to facilitate the servicing of accounts and
for other business purposes, UBS AMA LLC may also disclose Personal Information to non-affiliated third parties as
otherwise required or permitted by applicable law. For example, UBS AMA LLC may disclose Personal Information to credit
bureaus or regulatory authorities to facilitate or comply with investigations; to protect against or prevent actual or
potential fraud, unauthorized transactions, claim or other liabilities; or to respond to judicial or legal process, such as
subpoena requests.
Except as described in this privacy notice, UBS AMA LLC will not use Personal Information for any other purpose unless
UBS AMA LLC describes how such Personal Information will be used and clients are given an opportunity to decline
approval of such use of Personal Information relating to them (or affirmatively approve the use of Personal Information,
if required by applicable law).
UBS AMA LLC endeavors to keep its customer files complete and accurate. Please notify your primary UBS contact if any
Personal Information needs to be corrected or updated or if you have any questions or concerns about your Personal
Information or this privacy notice.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Advisory Business
Item 4
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 Unified Global Alternatives
(also referred to as “we,” “our,” or “UGA”), 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 AMA 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% and CSAM Americas Holding Corp.
directly owns 24.7% of the outstanding equity 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 Group AG. In 2000, UBS Group AG 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, and is known today as “UBS Asset Management.”
UBS AMA LLC is part of the UBS Asset Management business division of UBS and was incorporated in 1989. On
March 1, 2024, UBS AMA LLC converted its legal form from a Delaware corporation to a limited Delaware liability
company in anticipation of two internal legal entity transactions and the 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, Credit Suisse Asset Management LLC (“CSAM”) was merged with and into
UBS AMA LLC, with UBS AMA LLC as the surviving entity in all three transactions (the latter referred to herein as the
("CSAM Merger").
UBS AMA LLC’s organizational structure permits each of its former subsidiaries to operate independently as distinct
business units within UBS AMA LLC, separated by information barriers. Each of the business units of UBS AMA LLC
is described below:
1.
“UBS AM,” formerly the primary business of UBS AMA LLC, is now a business unit within 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”). Also,
as part of the CSAM Merger, certain legacy CSAM businesses that are in run-off or wind-down mode were
incorporated into UBS AM.
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UBS Asset Management (Americas) LLC
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Form ADV Part 2A
2.
Unified Global Alternatives (“UGA”) offers a comprehensive spectrum of 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.
3.
O’Connor provides discretionary and non-discretionary investment advisory services to various types of pooled
investment vehicles (both registered and unregistered), pension or profit-sharing plans, and institutional
separately managed accounts. O’Connor is a single manager hedge fund, commodities and direct lending
specialist with global reach, combining significant, experience in trading, risk management, and alternative
investments. O’Connor’s commodities business was added as a result of the CSAM Merger.
4.
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.
5.
Credit Investments Group (“Credit Investments Group” or “CIG”) was added as a business unit in UBS
AMA LLC following the CSAM Merger. CIG was established in 1997 and specializes in the management of
portfolios of leveraged loans, high-yield bonds, private 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.
This Brochure is intended to cover the Unified Global Alternative unit and its operations. Other business units listed
above have separate respective Brochures, which may be provided upon request.
Types of advisory services
UGA offers investment advisory services regarding investments in privately placed pooled investment vehicles
(“Private Funds”) and separately managed accounts. We provide investment management services to a variety of
investment vehicles, some of which are registered under the Investment Company Act of 1940, as amended (the
“Investment Company Act”) (“RICs”). (For purposes of this Brochure, such RICs and Private Funds are collectively
referred to as the “Funds.”). UGA provides its investment advisory services to clients that wish to invest in hedge
funds, private equity, private credit, real estate related assets, and infrastructure assets through pooled investment
vehicles (e.g., fund-of funds structures).
UGA also provides platform services, which include but are not limited to, due diligence, structuring and other
services to support single manager access solutions, including direct access funds, which are distributed to WM
clients, discretionary investment advisory services to UGA-sponsored direct access funds, and certain non-
discretionary investment advisory services to Global Wealth Management clients (collectively, the “Services
Platform”).
Additionally, UGA provides investment advisory services to affiliated entities, institutional entities, intermediary firms,
family offices, and ultra-high net worth investors.
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Form ADV Part 2A
Our investment advisory services include discretionary investment management services (clients who have authorized
UGA to execute transactions for their accounts without prior approval) and non-discretionary investment advisory
services (clients who either employ our services to provide investment advice or who require that transactions be
either traded by or authorized by the respective client in advance) to our clients in accordance with investment
guidelines set forth in each client’s respective investment advisory or investment management agreements.
Additionally, UGA may seek the advice and assistance of its non-U.S. affiliates within UBS Asset Management and
Global Wealth Management 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.
Types of instruments
Although UGA provides investment advice regarding investments in Private Funds, investment advice is not limited
to any specific product or security type and may include, but is not limited to, advice regarding the following
securities: all types of fixed income, equity security, virtual assets, currency, loan, contract or derivatives thereof,
including, without limitation, notes, bonds, bank obligations, trade claims, swaps, including credit default swaps,
and other notional principal contracts, common or preferred stock, equity indices, money market funds, exchange-
traded funds and other investment funds, interests in partnerships, investments in real estate, private equity
investments, including venture capital, mezzanine, leveraged buyout (“LBO”), infrastructure, oil and gas interests,
contracts based on indices, and contracts that transfer risk, such as total return swaps, futures, options and forward
contracts, which may be held for investment or hedging purposes.
Tailoring advisory services to client needs
UGA manages investment vehicles according to the applicable organizational documents, offering memorandum,
and negotiated investment management agreements. Additionally, UGA provides advisory services to affiliated
entities, institutional entities, intermediary firms, family offices and ultra-high net worth investors pursuant to
negotiated investment advisory agreements. These investment advisory agreements are based upon the respective
advisory clients’ objectives determined following discussions with each advisory client and/or their representatives.
These discussions ordinarily include, among other things, topics such as investment strategies, investment program,
time horizon, risk tolerance and liquidity needs. Using this information, UGA seeks to develop an investment profile
and provide advice that it reasonably believes will achieve such investment objectives.
Certain UGA funds are considered to be a client of 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 funds’ 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.
Restrictions regarding certain types of services and investments
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
UGA is a part of a global financial services firm and may be precluded from acquiring or selling certain securities or
investments on behalf of itself and clients as a result of inside information, conflicts of interests or other applicable
laws or regulations. Ultimate ownership by a foreign bank (UBS Group AG) subjects UGA to certain provisions of
the Bank Holding Company Act (“BHCA”).
UGA and UBS adhere to global policies that require compliance with relevant regulatory and legal 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, which is aimed at restricting dealings of any kind with or involving another country,
specific persons, legal entities, organizations or goods. UGA 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 considered.
Assets under management
Client regulatory assets under management for UGA and for UBS Asset Management (Americas) LLC,
respectively, as of December 31, 2024 are as follows:
US Dollar Amount
UGA Discretionary:
$ 31,993,746,560
UGA Non-Discretionary
$ 15,405,728,957
UGA Total:
$ 47,399,475,517
UBS AMA LLC Discretionary
$ 522,117,667,258
UBS AMA LLC Non-Discretionary
$ 20,128,324,017
UBS AMA LLC Total:
$ 542,245,991,275
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Fees and Compensation
Item 5
Overview
This section of the Brochure contains information regarding how we are compensated for our advisory services. We
manage assets for clients in pooled investment vehicles, separately managed accounts and/or combination of both.
Fees
UGA does not have a standard fee schedule and generally receives management fees equal to a percentage of net
assets under management. In some cases, UGA receives a fixed fee for its services. Additionally, UGA may receive a
performance-based fees, as further described in Item 6 below. Management fees and performance-based fees
payable to UGA are separate, distinct, and in addition to other expenses that may be charged to clients and disclosed
in their applicable investment management agreements or investment advisory agreements.
Fees (including management fees, flat fees, performance-based fees, or allocations) are negotiated on a client-by-
client basis and are based, in part, on the size and scope of the relationship, investment vehicle’s particular structure,
investment process and other factors.
The Management Fee is payable without regard to the overall success of or income earned; therefore, the
Management Fee may create an incentive on the part of the Investment Manager to raise or otherwise increase
assets under management.
Other fees specific to the investment verticals UGA Real Estate and UGA Private Equity
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 UGA 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.
For the Direct Equity Partners Investment Program (“DEP Program”), a co-investment program within UGA Private
Equity, different fee schedules apply whether an investor participated in the DEP Program on a deal-by-deal basis,
in such case at the discretion of the DEP Program participant, or pursuant to an agreement that granted UBS AMA
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Form ADV Part 2A
LLC discretion to make investments on the participant's behalf over the course of four consecutive deals (i.e., a four-
deal mandate).
DEP Program participants who invest in an Investment Deal will be responsible for their allocable portion of the
management fee and carried interest, if any, owed to the investment adviser and its affiliates for its investment
management services provided to the applicable Investing Entity. The Investing Entity will call capital from its
investors semi-annually, including such amounts necessary to pay management fees and carried interest, if any.
Furthermore, to the extent an investor purchases interests in an Investing Entity from UBS Group (e.g., in connection
with a bridge financing), instead of from the Investing Entity directly in connection with the funding of an Investment
Deal, such investor will be subject to management fees for that Investment Deal as of the date of UBS Group's initial
investment, subject to such investor's consent.
Separate from the fees described above, non-U.S. retail and U.S. institutional clients will pay a transaction fee to
UBS AMA LLC generally equal to 1.00% of the capital invested by a DEP Program participant in an Investment Deal
(including Optional Follow-On Investments). The amount of such fee, which is discounted for larger commitments,
will be paid at the time of any additional capital contributions with respect to existing unfunded commitments or
additional follow-on investments. All initial investment advisory fees assessed to U.S. retail clients are captured in
the management fee, such that the total fees will be the same, but the categorization will be different. For example,
for the drawdown of new capital, the transaction fee will be zero and the management fee will be 2%, reverting
to 1% thereafter for these clients.
UBS AMA LLC will not deduct these fees from any account maintained by a DEP Program participant or separately
bill such participants. DEP Program participants, to the extent they invest in an Investment Deal, will be charged
those fees by the applicable Investing Entity, as provided for above, and such Investing Entity will pay UBS AMA LLC
out of investors' contributed capital. Investors should review the transaction documents, including governing
documents for each Investing Entity, for each Investment Deal in which they invested for additional information. A
participant's Relationship Manager will typically receive a portion of the management and transaction fees paid to
UBS AMA LLC in connection with the participant's investment in an Investment Deal.
These fees may change over time, as permitted by applicable law and the terms of each Investment Deal. Fees for
the DEP Program are negotiable depending on certain investor characteristics. Thus, some participants may pay
more or less than other participants for the same or similar management services depending, for example, on the
length of and overall relationship with UBS Group, overall fee arrangements and the amount of investments made
through the DEP Program and with UBS Group generally, if any. Fees for certain Investment Deals are waived,
reduced, or calculated differently with respect to certain investors, including UBS AMA LLC's employees or affiliates,
at the discretion of UBS AMA LLC and as permitted under the documentation associated with the Investment Deal
and applicable Investing Entity.
In addition to the fees payable to UBS AMA LLC described above, investors in an Investment Deal will also pay their
allocable share of the expenses related to that Investment Deal. For example, investors in certain Investment Deals
will be required to pay their pro rata share of management fees, carried interest, transaction fees and other
compensation to the sponsor of the Investment Deal, which may be UBS AMA LLC or an affiliate. These fees
generally will be paid by the Investing Entity, which, in turn, will call capital from the DEP Program participants who
have invested in that Investment Deal in amounts sufficient to cover those fees.
Investors will also bear expenses associated with their investment in an Investing Entity. Expenses that are typically
borne by Investing Entities, and thus indirectly by investors in those Investing Entities, include, without limitation: (i)
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Form ADV Part 2A
expenses for administrators, valuation experts, accountants and other service providers; (ii) costs incurred in printing
and distributing reports to investors; (iii) all out-of-pocket expenses incurred in structuring, acquiring, holding and
disposing of investments; (iv) broken deal expenses; (v) prime brokerage fees, bank service fees and other expenses
incurred in connection with investments; (vi) fees and expenses related to borrowings; (vii) costs of litigation, D&O
liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the
Investing Entity; (viii) all out-of-pocket fees and expenses incurred in connection with compliance with U.S. federal,
state, local, non-U.S. or other law or regulation; (ix) fees and expenses related to the organization, operation or
maintenance of intermediate entities used to facilitate the Investing Entity’s investment activities; (x) expenses of
winding up or liquidating the Investing Entity; and (xi) any taxes, fees or other governmental charges, and expenses
incurred in connection with any tax audit, investigation, settlement or review of the Investing Entity.
UBS AMA LLC has a conflict of interest in determining whether certain costs and expenses incurred while operating
the DEP Program should be paid by one or more Investing Entities (and, indirectly, the investors) or by UBS AMA
LLC. Questions of judgment are expected to arise in connection with determining whether a certain cost or expense
should be charged to a particular Investing Entity or whether, for example, newly arising and/or unanticipated costs
or expenses (for example, resulting from newly applicable regulations) fit within the relevant categories of costs and
expenses described as a partnership expense. UBS AMA LLC will not in all cases resolve such questions so that they
— as opposed to the DEP Program participants — are wholly (or even partially) responsible for such cost or expense.
In making such determinations, UBS AMA LLC will act in good faith, taking into consideration their experience with
and understanding of general industry practice.
UBS Group has relationships (both involving and not involving the DEP Program), including without limitation,
placement, brokerage, advisory and board relationships, with distributors, consultants and others who recommend,
or engage in transactions with or for the DEP Program. In addition, UBS Group will recommend, or engage in certain
transactions with or for the DEP Program. UBS’s Investment Banking division or other affiliates or advisors may be
engaged by a portfolio company or by the sponsor of an Investment Deal and may receive compensation from the
relevant portfolio company or sponsor for advising on exit strategies or for other services. Investors in the Investing
Entities will also indirectly incur brokerage and transactions costs, in certain instances. Brokerage practices are
described in further detail in Item 12 herein as well as in the agreement that governs the terms of participation in
the DEP Program (the “Program Agreement”) and related documentation.
Asset based management fees, performance-based fees and applicable expenses/costs are disclosed in more detail
in each fund's confidential offering documents or in the agreement with a client governing an individual account.
Other fees specific to the investment verticals UGA Hedge Funds and UGA Private Credit
Management fees, flat fees, performance-based fees or allocations may be reduced, waived or calculated differently
with respect to certain clients and investors in the underlying hedge funds on a case-by-case basis as agreed between
the respective parties. 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 UGA and the applicable
investor.
In addition to management and performance-based fees or allocations, UGA clients will also bear, directly or
indirectly: (i) investment-related expenses (e.g., placement fees, interest on indebtedness, custodial fees, bank
service fees, bank charges, other expenses related to the purchase, sale or transmittal of fund investments, fees for
market data services, software fees, professional fees, including, without limitation, expenses of consultants and
experts who may be used to conduct due diligence, analyze or negotiate existing or potential investments in or
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redemptions from hedge funds); (ii) the due diligence, analysis, research and monitoring of hedge fund managers
and hedge funds in which a fund may invest or consider for investment, including the reasonable cost of due
diligence-related travel (subject to internal travel polices which permit, under certain circumstances, business class);
(iii) the costs of background checks on hedge fund managers; (iv) the cost of any operational due diligence
conducted on hedge fund managers; (v) the cost of third parties that provide (a) investment analysis on hedge funds
and hedge fund managers, (b) risk and performance related analytics utilized by UGA to assess hedge funds and
hedge fund managers, (c) market data (e.g., Bloomberg terminals)); (vi) organizational expenses, legal, accounting,
audit and tax preparation expenses, corporate licensing fees, and regulatory reporting expenses (including, but not
limited to, expenses incurred in connection with complying with SEC, Commodity Futures Trading Commission,
BHCA and European Union reporting obligations, as well as out-of-pocket costs of preparing regulatory filings
related to the hedge funds or the hedge fund managers) with respect to the underlying hedge funds; (vii) the
management fees and the performance fees or allocations charged by underlying hedge funds; (viii) liability
insurance premiums of the board of directors of the underlying hedge funds; (ix) fees and expenses, including travel,
of the board of directors of the underlying hedge funds; (x) entity-level taxes; and (xi) expenses incurred in
connection with the offer and sale of shares of the underlying hedge funds. The foregoing is not an exhaustive list
of the expenses that a client may incur. Further information with respect to expenses can be found in the applicable
offering memorandum of the relevant Private Fund or negotiated advisory agreement.
UBS AMA LLC may pay a portion of the advisory fee to any of its affiliates or persons not affiliated with UBS AMA
LLC for certain clients referred to it by such entities or persons. Such fees are paid in accordance with applicable
law.
Most Favored Nations clauses
UGA may enter into “most favored nations” clauses wherein we agree that the fees charged to a client shall not be
more than the most favorable rates (or relevant business terms) we offer to any other comparable client for similar
services (i.e., a client for whom UGA manages a portfolio of similar size and type, under similar terms and conditions,
and with similar commercial expectations). Such clauses may also be entered into with investors within a particular
client.
Payment of fees
Typically, fees payable to UGA will be deducted directly at a frequency disclosed in the applicable offering
memorandum or negotiated advisory contract; however, there are cases where UGA invoices a client separately.
We typically do not charge fees in advance.
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Performance-Based Fees and Side-By-Side Management
Item 6
Overview
This section of the Brochure contains information regarding performance-based fees and describes how we manage
potential conflicts of interest that may arise when managing client accounts.
As stated above, UGA may receive a performance-based fee based on a percentage of profits earned within the
applicable determination period (typically over a quarter or year) as set forth in the respective governing documents.
Any performance-based fees or allocations are structured in accordance with the provisions under the Investment
Advisers Act of 1940, as amended ("Advisers Act"). These performance-based fees are typically negotiated on a
client-by-client basis. Any performance-based fees may be reduced, waived or modified for different clients of
UGAUGA, at UGA’s sole discretion.
Under the DEP Program, investors are subject to performance-based fees in the form of a carried interest that is
paid to an affiliate of UBS AMA LLC on a deal-by-deal basis. Performance-based fees are fees based on a share of
capital gains on or capital appreciation of the assets of a client. Any performance fees charged by the Registrant
(even where such fees are paid to affiliates) will comply with the requirements of Section 205 of the Investment
Advisers Act of 1940, as amended (the “advisers Act”) and the applicable rules thereunder. Depending on each
Investment Deal structure, DEP Program participants might, indirectly through their investments through Investing
Entities, be subject to performance-based fees charged by the sponsors of the Investment Deals. Fees charged by
those sponsors are in addition to any fees charged to DEP Program participants by UBS AMA LLC. DEP Program
participants should review the transaction documents, including the governing documents of the Investing Entity,
in connection with each Investment Deal (including Optional Follow-On Investments) in which they invest.
Clients should be aware that conflicts of interest may arise when managing funds and client accounts that pay
different types and levels of fees. Performance-based fee arrangements may create an incentive for UGA to (1)
recommend investments which may be riskier or more speculative than those which would be recommended under
a different fee arrangement; and/or (2) favor accounts with higher performance fees over accounts with lower
performance fees or no performance fees (as disclosed in Item 5 above) in the allocation of investment opportunities.
Investment decisions are typically made at the business unit level (described more fully in Item 12 below) and in
many cases the same investment opportunity is allocated to multiple Clients. UGA seeks to resolve these potential
conflicts of interest by implementing appropriate conflict mitigation processes. UGA has an investment allocation
policy which seeks to allocate, to the extent possible, investment opportunities over a period of time on a fair and
equitable basis to all funds and client accounts advised by UGA.
In addition, since the performance compensation will be calculated on a basis that includes unrealized appreciation
of a hedge fund’s net asset value, such compensation may be greater than if it were based solely on realized gains.
As a result of the Credit Suisse Group AG acquisition, UGA is affiliated with Credit Suisse affiliates (“CSA’s”). Funds
managed by UGA may, or in the future may, hold an investment in which a CSA holds a passive, minority economic
interest. A CSA may receive a percentage of such submanager's revenues. On an ongoing basis, the Investment
Manager may in its sole discretion make allocations to such funds in which a CSA has an economic interest. A CSA
generally also holds customary protective rights in connection with such economic interest and some of its clients
may also be investors in such funds (and funds for which a CSA does not have an interest). UGA will face a potential
conflict of interest in allocating fund assets to these submanagers as a CSA receives (i) additional revenues on
account of its economic interests in these submanagers and/or (ii) fees and/or commissions on account of certain
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services provided to certain funds. This conflict is heightened to the extent the fees and/or commissions for such
services are based on the assets of the funds. Notwithstanding the foregoing, UGA will continue to regard its
fiduciary obligations to its funds and its investors in connection with taking actions with respect to the relevant
funds ( e.g., investment decisions, redemption decisions and fee and other business term negotiations), and will
make such decisions independent of a CSA's economic arrangement.
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Types of Clients
Item 7
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
UGA provides investment advisory services to various types of pooled investment vehicles and SMAs. Clients are
required to enter into an investment advisory or investment management agreement prior to the establishment of
an advisory relationship.
ERISA clients
UGA provides 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, UGA is usually a “covered
service provider” to the plan for purposes of ERISA Section 408(b)(2). UGA provides 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).
When providing services to ERISA plan clients, UGA 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.
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 (“PTCE 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 PTCE 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.
Conditions for managing accounts
UGA generally requires a minimum account investment; however, the minimum amount is negotiable based on the
nature of the services to be provided and/or such client’s overall relationship with UGA and/or one of its affiliates.
Investment by a Private Fund into a fund advised by UGA is subject to the minimum amount specified in the offering
document for such fund.
For certain types of investment strategies or pooled vehicles offered or managed by UGA, 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
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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
For SMAs, UGA 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. UGA 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. UGA 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
UGA will not advise or act for the client or investor on tax matters. We encourage clients and investors (including
non-U.S. investors) to seek independent professional tax advice on any taxation matters. UGA will not be
responsible for any failure to meet the filing or other requirements of tax proceedings with respect to securities
held or that were held in a client account.
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Methods of Analysis, Investment Strategies and Risk of Loss
Item 8
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, UGA offers investment advisory and portfolio management services including
commingled funds primarily through the UGA investment verticals Hedge Funds, Real Estate, Private Equity, Private
Credit, Infrastructure. We may add investment groups, and our current investment groups may offer additional
strategies at any time.
Analyses and Investment Strategies of each investment vertical within UGA
UGA Hedge Funds
UGA Hedge Funds offers a comprehensive spectrum of hedge fund solutions and advisory services, including a wide
range of multi-manager and co-investment opportunities which provide broad based, diversified exposure to the
hedge fund asset class with various risk and return profiles.
From a top-down perspective, our goal is to build robust hedge fund portfolios seeking to: (i) preserve capital; and
(ii) generate positive risk-adjusted returns across varying capital market environments and macroeconomic regimes.
Accordingly, we believe it is essential to have a deep understanding of the drivers of risk and return, as well as a
command of the broader capital markets. Understanding an investment strategy’s source of alpha (be it
idiosyncratic, carry/yield, liquidity driven and/or directional in nature), as well as the causal factors behind how
various strategies perform and correlate to each other and to the markets in varying economic environments, is key
to constructing robust hedge fund portfolios.
From a bottom-up perspective, the manager selection process is forward-looking, and emphasis is placed on the
qualitative attributes of successful managers rather than simply on their historical track records. We conduct a
combination of onsite and offsite due diligence to ascertain a manager’s investment acumen under varying market
conditions, as well as the manager’s ability to run an investment business. The due diligence process is designed to
evaluate the manager’s investment methodology and execution, portfolio management and risk control, and
operations and infrastructure. The goal is to identify the differentiating factors that we feel give the manager a
sustainable investment edge in seeking to generate superior risk-adjusted returns over time.
The investment team leverages the research of global strategy teams and incorporates both the top-down strategy
views and bottom-up manager views. Additional consideration is given to operational due diligence, corporate
governance and client advocacy.
UGA Hedge Funds employs a number of investment strategies in connection with investment management services
it provides to its clients. Our clients should carefully read the relevant offering memorandum or negotiated advisory
agreements for specific information applicable to that investment to ensure that the investment is appropriate
considering, among other things, their own investment objectives, risk tolerance, and time horizons.
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UGA Real Estate
The UGA Real Estate investment vertical provides clients with bespoke portfolios and funds invested in listed/unlisted
funds that invest in real estate and real estate interests (e.g., real estate debt) (each a "Real Estate Fund").
UGA Real Estate conducts in depth due diligence on real estate funds selected for portfolios. Investments can be
drawn from global, regional, or domestic markets and can be positioned across a risk-return spectrum. Real Estate
portfolios are intended to offer investors efficient access to a range of carefully selected real estate investment
strategies (including core, value-added, and opportunistic strategies) which can provide diversified exposure to a
defined range of real estate markets, property types and risk profiles. Investments are selected in accordance with
investment objectives and guidelines agreed upon with the client. Real Estate portfolios are intended for long-term
investors who can accept the risks associated with making potentially less liquid investments in real estate funds.
UGA Real Estate also leverages the experience, skills and processes of UBS Asset Management in terms of global
research and strategy, investment management, regulatory and risk management, and client reporting. Further,
Real Estate builds on the established UBS Asset Management/UGA platform, with a presence in the major real estate
markets, which allows access to investment managers, real estate funds and investment strategies
UGA Private Equity
UGA Private Equity constructs portfolios of private equity funds operated by third-party managers. The investment
area is responsible for sourcing investment opportunities, monitoring existing and prospective investments, and
portfolio management of diversified mandates. Private Equity conducts in depth due diligence on private equity
funds selected for portfolios.
Investments can be drawn from global, regional, or domestic markets and can be positioned across a risk- return
spectrum. Private Equity portfolios are intended to offer investors efficient access to a range of carefully selected
private equity strategies which can provide diversified exposure to private equity. Investments are selected in
accordance with investment objectives and guidelines agreed upon with the client. Private Equity portfolios are
intended for long-term investors who can accept the risks associated with making potentially less liquid investments
in private equity funds. Private Equity also leverages the experience, skills and processes of UBS Asset
Management/UGA in terms of global research and strategy; investment management; regulatory and risk
management; and client reporting.
The investment team for the DEP Program, a co-investment program within UGA Private Equity, is focused on
supporting and managing the existing portfolio and is not exploring new Investment Deals. The existing DEP Program
portfolio consists of private equity investments sourced primarily through its access to a proprietary deal flow from
various former Credit Suisse Group sources. The investment team will continue to monitor the existing Investment
Deals, including any follow-on investment opportunities, on behalf of the DEP Program participants. The investment
team will periodically seek the advice of economists and other internal and external investment professionals or
consultants with respect to such matters as political conditions, proposed tax law changes, fiscal policy, general
conditions of the economy, interest rates, actions of central banks and international affairs. The investment team
will also use proprietary modeling techniques and quantitative and qualitative analysis. The Private Equity investment
committee will review and either approve, reject, or approve with conditions material changes or modifications to
the existing portfolio, such as follow-on investments, exit decisions and restructurings. In general, a separate
Investing Entity was created for each Investment Deal, and the decision to participate in such Investment Deal was
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made on a case-by-case basis based solely on the merits of that particular investment opportunity. As a result, there
is no single unifying investment strategy or theme governing the Investment Deals that were approved for the DEP
Program, and the investment thesis from one Investment Deal to another varies significantly.
UGA Private Credit
The UGA Private Credit investment vertical offers diversified Private Credit commingled products and mandates that
span Short Duration, Core Income and Opportunistic Private Credit strategies. Private Credit unit’s portfolios benefit
from the skills, experience and network of a dedicated investment team who implement investment strategies
targeting attractive, risk-adjusted Private credit opportunities across the globe.
Private credit, also known as private debt, refers to non-bank lending that is not regularly traded on public markets.
Given the private nature of most asset classes within private credit, the strategy and ultimate returns are primarily
impacted by the economy and changes to the credit cycle, as opposed to the market volatility observed with tradable
assets. Credit markets are made up of securities and loans that sit along a continuum of liquidity – from directly
originated (bilateral) to broadly syndicated.
UGA Infrastructure
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.
UGA Infrastructure constructs portfolios of infrastructure funds operated by third-party managers. The investment
area is responsible for sourcing investment opportunities, monitoring existing and prospective investments, and
portfolio management of diversified mandates.
In UGA, the business may consider material ESG factors into its investment processes including during due diligence
and on-going monitoring. Our approach is to integrate sustainability where possible, leveraging best practices.
Within our multi-asset business, ESG assessment is conducted through a combination of ESG questionnaires and,
and where applicable and possible, engagement with the underlying managers and companies.
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The description of services offered as well as strategies or securities used by UGA on behalf of its clients
should not be understood to limit or constrain our investment activities. UGA 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 UGA 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.
Material Risks
All investments carry a certain amount of risk and a client may lose all of its investment by investing in funds or
accounts managed by UGA. UGA cannot guarantee that it will achieve any or all of its clients’ investment objectives.
Below is a summary of certain risks that may be associated with such an investment. This list of risk factors is not a
complete enumeration or explanation of the risks involved in an investment. Clients should read this entire Brochure
as well as the prospectus or offering documents or negotiated advisory agreement governing their investment for
additional risk factors. Clients should also consult with their own legal, financial, and tax advisors before deciding
whether to invest in a strategy.
• Management risk: The risk that the investment strategies, techniques and risk analyses employed by UGA may
not produce the desired results. Our judgments about the fundamental value of securities or other factors
showing the attractiveness of investments acquired for a portfolio may prove to be incorrect. In addition, our
judgments about asset allocations, exposure to foreign currencies and other macro-economic factors may prove
to be incorrect.
• 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.
• Risk of loss: Investing in securities/assets involves risk of loss that clients should be prepared to bear. The
investment decisions that UGA 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: UGA does not guarantee or warranty 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 UGA is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government
agency.
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• No UBS Guarantee: An investment in a fund managed by UGA is not a deposit or other obligation of UBS AG
or any other bank, is not endorsed or guaranteed by UBS or any other bank, is not insured by the FDIC or any
other governmental agency, and involves investment risks, including loss of principal invested. Any losses in a
fund managed by UGA will be borne solely by investors in such fund and not by UGA or its affiliates; therefore,
losses in such fund will be limited to losses attributable to the ownership interests in the covered fund managed
by UGA and its affiliates in their capacity as investors in such fund.
• Personnel risk: UGA 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 UGA, we will not be responsible
for the client’s overall diversification, asset allocation or liquidity needs. In addition, certain strategies pursued
by UGA may be non-diversified and hold a low number of investments. An investment in a fund or account
managed by UGA 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 risk: Clients should consult their tax advisors regarding the tax consequences of their investments. UGA is
not a tax advisor, although certain of its investment strategies may consider the potential tax implications of
investment decision.
• 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
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.
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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.
• Artificial Intelligence Risk: The strategies or funds advised by UBS AMA LLC or its affiliates, vendors, or
counterparties may incorporate programs and systems that utilize artificial intelligence ("AI"), machine learning,
probabilistic modeling, and other data science technologies (collectively, "AI Tools"). AI Tools depend on the
collection and analysis of large amounts of data, are highly complex, and may produce outputs that are
incorrect, result in the release of private, confidential, or proprietary information, reflect biases included in the
data on which they are trained, infringe on the intellectual property rights of others, or otherwise be harmful,
including to the proprietary information or intellectual property of UBS AMA LLC. UBS AMA LLC is not in a
position to control the manner in which third-party AI Tools are developed or maintained or the manner in
which third-party services are provided. Additionally, the legal and regulatory environment relating to AI is
uncertain and could be rapidly evolving, which may impact how UBS AMA LLC may use AI and increase
compliance costs and the risk of non-compliance. Any of these risks could adversely affect UBS AMA LLC as
well as the strategies or funds advised by UBS AMA LLC. There is also risk exposure arising from the use of AI
by bad actors to commit fraud, misappropriate funds, or facilitate cyberattacks.
• Sustainability factor risk and risk of Impact investing: Because an Impact fund or mandate uses sustainability
factors to assess and exclude certain investments for nonfinancial reasons, an Impact 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
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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 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 AM 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.
•
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.
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• Risks of equity instruments: For strategies investing in equity securities, there are various risks including, without
limitation, the following:
o The stock markets where a portfolio’s investments are traded may shut down or otherwise become
unavailable.
o An adverse event, such as negative press reports about a company in the portfolio, may depress the
value of the company’s stock.
o 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.
• Risks of fixed income investments: For strategies investing in fixed income securities, there are various risks
including, without limitation, the following:
o
Interest rate risk: If interest rates rise, the prices of fixed income securities in the portfolio may fall, and
the longer the maturity of a fixed income security, the greater its sensitivity to changes in interest rates.
o 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 in declining markets.
o 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.
o 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.
o 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 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
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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 country and emerging market risks: For strategies investing in foreign countries and emerging markets,
there are various risks including, without limitation, the following:
o Vulnerability to economic downturns and instability due to undiversified economies; trade imbalances;
inadequate infrastructure; heavy debt loads and dependence on foreign capital inflows; governmental
corruption and mismanagement of the economy; and difficulty in mobilizing political support for
economic reforms.
o Adverse governmental actions, such as nationalization or expropriation of property; confiscatory
taxation; currency devaluations, interventions and controls; asset transfer restrictions; restrictions on
investments by non-citizens; arbitrary administration of laws and regulations; and unilateral repudiation
of sovereign debt.
o Political and social instability, war and civil unrest.
o Less liquid and efficient securities markets; higher transaction costs; settlement delays; lack of accurate
publicly available information and uniform financial reporting and accounting standards; difficulty in
pricing securities and monitoring corporate actions; and less effective governmental supervision.
o Changes in foreign currency exchange rates and in exchange control regulations may adversely affect
o
the value of securities denominated or traded in non-U.S. currencies.
Impositions of sanctions by governmental or supranational authorities on companies in which we or
hedge fund managers have positions that may hamper or prevent the trading of securities in such
companies.
The risks described above are more severe for funds investing in emerging markets than for non-U.S. developed
markets.
• 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 laws govern and may limit
right to the underlying collateral.
• Derivatives risks: The use of derivatives involves risks which are different from the risks associated with investing
directly in securities. The primary risks of loss associated with derivatives are:
o Market risk: the risk that the market value of the investment will decline;
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o Credit risk: the risk that the counterparty to the transaction will default on its obligations;
o Liquidity risk: the risk that the instrument will not be readily marketable; and
o Valuation risk: the risk that the instrument may have only one pricing source.
Additionally, investments in derivatives include the risk that changes in the value of a derivative may not
correlate with the underlying asset, rate, index, or market. Gains or losses involving some options, futures and
other derivatives may be substantial. While some derivatives strategies can reduce the risk of loss, the use of
derivatives can also reduce the opportunity for gain or result in losses by offsetting favorable price movements
in other investments. Derivatives may create leverage and may pose the risk of losing more than the amount
invested.
• Virtual Currencies. Certain strategies may trade virtual currencies (a/k/a cryptocurrencies or digital currencies) or
virtual currency derivatives, exclusively or as a component of an overall portfolio. Trading in virtual currency
exposes a market participant to a number of risks and the possibility of substantial losses. Virtual currencies are
not legal tender in most countries and many question whether they have intrinsic value. The price of virtual
currencies is based solely on the agreement of the parties to a transaction to transact at a given price level,
which is driven by buyers' belief that they will be able to profit by selling to willing counterparties at prices
higher than those originally paid by the buyers. As such, virtual currency prices are subject to rapid changes in
sentiment, which make these products highly volatile. Virtual currencies can be traded through privately
negotiated transactions and through numerous virtual currency exchanges and intermediaries around the world,
most of which are subject to no meaningful regulatory oversight. The lack of a centralized pricing source poses
a variety of valuation challenges. In addition, the dispersed liquidity may pose challenges for market participants
trying to exit a position, particularly during periods of stress. Unlike bank and brokerage accounts, virtual
currency exchanges and custodians that hold virtual currencies do not always identify the owner. The opaque
underlying or spot market poses asset verification challenges for market participants, regulators and auditors
and gives rise to an increased risk of manipulation and fraud, including the potential for Ponzi schemes, bucket
shops and pump and dump schemes. Virtual currency exchanges, as well as other intermediaries, custodians
and vendors used to facilitate virtual currency transactions, are relatively new and largely unregulated in both
the United States and many non-U.S. jurisdictions.
•
Leverage risk: Derivatives that involve leverage can result in losses to the client’s portfolio that exceed the
amount originally invested in the derivative instruments. Certain strategies may use derivatives or may borrow
money and purchase investments in order to leverage or gear a client’s portfolio. If a client’s portfolio is levered
and the investments decrease in value, the client’s losses will be greater than if the client’s portfolio was not
leveraged. In addition, if the return on an investment purchased with borrowed funds is not sufficient to cover
the cost of borrowing, then the net income of the client will be less than if borrowing were not used.
•
Initial public offerings (“IPO”) risks: The purchase of shares issued in IPOs may expose strategies 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. Furthermore, there is
no guarantee funds invested into by UGA will be allocated IPOs in the future.
• 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
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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 sale 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. 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 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.
• Non-publicly traded securities, private placements and restricted securities: Investing in unregistered or unlisted
securities may involve a high degree of business and financial risk that can result in substantial losses due to the
absence of a public trading market for these securities and the absence of public disclosure and other investor
protection requirements applicable if the securities were publicly traded.
•
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, such as private equity,
venture capital, real estate, infrastructure, etc. 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.
•
Investments in pooled investment funds: To the extent a strategy invests in a pooled investment fund, there may
be additional risks discussed in the fund’s offering documents or governing instruments which are not discussed
in this Brochure. Prior to investing an account in a fund, UGA 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 into another fund, the client will normally bear, indirectly, fees paid by the fund
to its investment manager.
•
Investment in Exchange Traded Funds (“ETF”): 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
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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, 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
•
Frequent trading: Certain strategies may involve frequent trading of securities. Frequent trading can impact a
portfolio’s investment performance due to increased brokerage and other transaction costs. For taxable clients,
frequent trading may also result in short-term capital gains which are taxed at a higher rate than long-term
capital gains.
• 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.
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While BS 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 AM 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.
• Environmental, Social and Governance (“ESG”)/Sustainability: UGA may, in its discretion, consider ESG factors
when making recommendations or selecting investments, which, as a result, may reduce the investable universe.
UGA may still make investments with a higher ESG risk profile where UGA believes the potential compensation
and ability to mitigate outweighs the risks identified.
• 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
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.
For the Direct Trading strategy, the following are additional Risk Factors:
•
o Lack of Prior Performance: UGA has very limited direct trading experience and limited experience
implementing the direct trading strategy. The past performance of UGA and its investment professionals
in implementing multi-manager investment programs on behalf of UGA clients is not indicative of the
likely performance of the UGA direct trading strategy.
o Delegation to Affiliates of Certain Operations: UGA will delegate to one or more of its affiliates certain
operational functions related to trade execution, certain reporting, and the management of
relationships with its clients’ brokers and dealers in connection with its direct trading strategy, and UGA
has no means by which to monitor directly or control the operational risks assumed in doing so.
o Systems Risks: UGA relies on service providers to maintain appropriate systems to facilitate their
activities. UGA may rely extensively on computer programs and systems to trade, clear and settle
securities transactions, to evaluate certain securities based on real-time trading information, to monitor
a portfolio fund's portfolio and net capital, and to generate risk management and other reports that
may be critical to oversight of a portfolio fund's activities. In addition, certain of our operations may
interface with or depend on systems operated by third parties, including prime brokers, securities
exchanges and other types of trading systems, market counterparties, custodians and other service
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providers. UGA may not be in a position to verify the risks or reliability of such third-party systems.
Furthermore, these programs or systems may be subject to defects, failures or interruptions, including,
without limitation, those caused by computer "worms," viruses and power failures. Any such defect or
failure could have a material adverse effect on a portfolio fund. For example, such failures could cause
the settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and
cause inaccurate reports, which may affect UGA’s ability to monitor a portfolio fund's investment
portfolios and risks.
o Selection of Brokers: UGA may be subject to conflicts of interest relating to our selection of brokers.
Portfolio transactions are typically allocated to brokers on the basis of, among other things, best
execution and in consideration of a broker's ability to effect the transactions, its facilities, reliability and
financial responsibility, as well as the provision or payment by the broker of the costs of research and
research-related services. In addition, brokers may provide other services that are beneficial to UGA,
but not necessarily beneficial to portfolio funds, including, without limitation, capital introduction,
marketing assistance, consulting with respect to technology, operations or equipment, and other
services or items.
o Lack of, and Dependence on Sub-Managers for, Information on Opportunistic Investments: As part of
its due diligence activities, UGA attempts to assess the investment potential and risks of opportunistic
investments and relies upon the accuracy and completeness of information provided by sub-managers
or other agents of the applicable portfolio funds. UGA cannot guarantee the accuracy or completeness
of such information and any due diligence activities based on inaccurate or incomplete information may
impede our ability to identify, select and monitor opportunistic investments. Furthermore, in most cases,
the fund is not provided with detailed position-level information regarding the investments or the risks
related to an opportunistic investment because the sub-manager may consider such information to be
proprietary or otherwise confidential. This lack of access to information may make certain quantitative
or qualitative risk analyses by UGA less effective or impossible. Our approach to risk analysis varies from
sub-manager to sub-manager depending upon a variety of factors, including, but not limited to, the
information available regarding the sub-manager's
investments, the sub-manager's historic
performance, the knowledge and experience of the sub-manager's personnel and economic trends and
conditions.
In addition to the risks listed above, investments in real estate funds (including funds-of-funds) may involve other
specific risks. These risks include, but are not limited to, the following risks:
• Risks of real estate investments: The value and marketability of a real estate fund's real estate investments
are subject to many factors beyond the control of UBS AM and the manager of the real estate fund, including
adverse changes in economic conditions, adverse local market conditions and risks associated with the
acquisition, financing, ownership, operation and disposal of real estate.
Historically, real estate has been subject to fluctuations in its value as well as income derived therefrom. The
investments targeted by real estate funds may also be subject to global trends and market conditions
affecting corporate businesses and the economy at large, particularly as a result of
the ongoing volatility and disruption of the capital and credit markets, which has been occurring to varying
degrees since the global financial system began experiencing difficulties in 2007 and experienced additional
challenges as a result of COVID. A real estate fund's investments may thus be adversely affected by: national
and international economic conditions; reduced and tightened conditions for funding to borrowers as a result
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of the recent market volatility; local property market conditions; changes in the supply of, or relative
popularity for, competing properties in a given area; the financial condition of tenants, buyers and sellers of
properties; interest rate fluctuations, real estate tax rates, other operating expenses and the lack of
availability of real estate financing; energy prices and other supply shortages; changes in local road or rail
networks; natural disasters and other acts of God or force majeure; various uninsured or uninsurable risks;
government regulation (such as land-use and zoning restrictions, environmental protection and occupational
safety) and bureaucratic inertia; the quality of management; pandemics and other factors which are beyond
the control of either UBS AM or the manager(s) of a real estate fund. Many of these factors could have a
negative impact on the value of real estate and the income derived therefrom. The capital value of the real
estate held by any real estate fund may be significantly diminished in the event of a further downward turn
in real estate markets.
• Lack of liquidity risks: Physical real estate investments held by real estate funds may be illiquid and there may
be no public market for real estate investments of the nature of those contemplated by real estate funds.
The eventual liquidity of investments made by the real estate funds will depend, amongst other things, on the
success of the realization strategy proposed for each investment by such real estate fund. There is a risk that
the real estate funds may be unable to realize their stated investment objectives by sale or other disposition
at attractive prices or at appropriate times or in response to changing market conditions, or may otherwise
be unable to complete a favorable exit strategy, which in turn may impact upon the liquidity of a client’s
interest in a real estate fund. Real estate funds may themselves impose limits on the number of realizations
and may provide for deferrals or suspension of dealings under certain circumstances.
Since a real estate fund's underlying investment may consist wholly or substantially of indirect investments
in real estate, it may also be difficult to realize such investments. The value of the real estate concerned will
generally be a matter of a valuer’s opinion and the amount derived on realization of the real estate may be
less than the valuation given to the real estate by the valuer. It
may therefore be difficult both for dealings in real estate fund interests to be affected and/or to obtain
reliable information about the value of those real estate fund interests as distinct from that of the underlying
real estate.
• Competition for investments: The real estate market is competitive and the business of identifying attractive
investment transactions involves a high degree of uncertainty. Although UBS AM believes that significant
opportunities currently exist, there can be no assurance that they will continue to exist or that UBS AM will
be able to identify a sufficient number of opportunities to permit a client to invest its desired amount of
assets in real estate funds or to diversify its portfolio pursuant to such client's investment objectives.
• Use of leverage: Leverage can be used, subject to fund and account guidelines, to enhance overall
performance without incurring unacceptable risk. Leverage will increase the exposure of the real estate assets
to adverse economic factors, such as changing interest rates, economic downturns, or deteriorations in the
condition of the properties or their respective markets. Leverage can therefore create a greater potential for
loss. As a result, our funds and accounts that invest in core, income- producing properties as the primary
strategy are managed with low to moderate leverage (e.g., 20% guidelines). Only funds or accounts with a
higher risk profile will be managed using higher leverage limits.
• Uncertainties in calculating real estate values: Real estate investment valuations are subjective analyses of
the fair market value estimation of an asset. Similarly, certain liabilities may be valued on the basis of
estimated value. Accordingly, there can be no assurance that the values of real estate investments held by
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a real estate fund will be accurate on any given date, nor can there be any assurance that the sale of any
property would be at a price equivalent to the last estimated value of such property.
Investments in infrastructure and private equity investments may involve other specific risks in addition to the
applicable risks listed above. These risks include, but are not limited to, the following:
• 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.
• 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 or private equity 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.
Participants in the DEP Program within UGA Private Equity may involve other specific risks in addition to the
applicable risks listed above that are inherent in the structure and operation of the DEP Program: These risks
include, but are not limited to, the following:
• Carried Interest: Management and Transaction Fees; No Netting of Performance. The general partner
(“GP”) of an Investing Entity, which is an affiliate of UBS AMA LLC, will be entitled to a carried interest,
and UBS AMA LLC and its affiliates will be entitled to management and transaction fees, as described
herein. Sponsors of Investment Deals may be entitled to receive certain specified carried interests or other
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special allocations from their own investors based on the returns to such investors. The existence of carried
interest or other performance fees may create an incentive for a GP and its affiliates (including UBS AMA
LLC), on the one hand, and the sponsors of Investment Deals, on the other, to make more speculative
decisions in respect of investments than they would otherwise make in the absence of such performance-
based compensation. Moreover, each GP’s carried interest is calculated on an investment-by-investment
basis, without netting across investments, and accordingly each DEP Program participant may be required,
directly or indirectly, to bear a carried interest that is disproportionate to its overall net gains from the
Investment Deal, considering the performance of all Investment Deals in which it has participated.
Management fees will remain payable based on invested capital, regardless of declines (or increases) in the
net asset value of the investment.
• Co-Investment and Third-Party Sponsor Risks: Co-investments typically will expose DEP Program participants
to risks associated with the sponsor of the investment or other control groups with whom the DEP Program
is co-investing, which could have a negative impact on the value of such investments. For example, it is
possible that the lead investor has economic or business interests or goals (including financial constraints)
which are inconsistent with or in conflict with those of DEP Program participants or can take or block an
action in a manner adverse to the participants’ interests or investment objectives. Furthermore, the DEP
Program may be deemed to be part of a control group with respect to a particular Investment Deal and
may be exposed to potential liabilities of a controlling person with respect to the portfolio company,
including liabilities for unfunded pensions, environmental damages, product defects, failure to supervise
management and violations of other governmental regulations.
• Confidentiality Constraints: During its investment process, UGA will be required to enter into confidentiality
agreements with third-party firms or portfolio companies that prohibit UGA and DEP Program participants
from publicly disclosing sensitive information relating to the third-party sponsor, their investments and
these portfolio companies. These agreements could restrict the information that UBS AMA LLC is permitted
to share with DEP Program participants or could possibly result in liabilities for a participant if it releases
confidential information in contravention of such an agreement. UGA may choose to decline to present
investment opportunities to DEP Program participants where it is not permitted to share information with
participants. As a result, UGA’s flexibility to offer investment opportunities through the DEP Program may
be constrained, which may adversely impact the returns to DEP Program participants.
• Disposition of Investments: In connection with the disposition of an investment in a portfolio company, an
Investing Entity may be required to make representations about the business and financial affairs of the
portfolio company typical of those made in connection with the sale of any business or may be responsible
for the contents of disclosure documents under applicable securities laws. An Investing Entity may also be
required to indemnify the purchasers of such investment or underwriters to the extent that any such
representations or disclosure documents turn out to be incorrect, inaccurate, or misleading. These
arrangements may result in contingent liabilities, which might ultimately have to be funded by the investors
in the Investing Entity. Each limited partnership agreement and/or investment management agreement, as
applicable, contains provisions to the effect that if there is any such claim in respect of a portfolio company,
it will be funded by the investors to the extent that they have received distributions from the Investing
Entity, subject to certain limitations.
•
FATCA: The Foreign Account Tax Compliance Act (“FATCA”) requires all entities in a broadly defined class
of foreign financial institutions (“FFIs”) to comply with a complicated and expansive reporting regime or
be subject to a 30% U.S. withholding tax on (i) certain U.S. payments and (ii) gross proceeds from the sale
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of certain U.S. stocks and securities. Non-U.S. entities which are not FFIs also must either certify they have
no substantial U.S. beneficial ownership or report certain information with respect to their substantial U.S.
beneficial ownership or be subject to a 30% U.S. withholding tax on (i) certain U.S. payments and (ii) gross
proceeds from the sale of certain U.S. stocks and securities. FATCA also contains complex provisions
requiring participating FFIs to withhold on certain “foreign pass thru payments” made to non-participating
FFIs and to holders that fail to provide the required information. The definition of a “foreign pass thru
payment” is still reserved under current regulations. However, the term generally refers to payments that
are from non-U.S. sources but that are “attributable to” certain U.S. payments and gross proceeds
described above. In general, these requirements apply to non-U.S. Funds, such as any non-U.S. UBS Group
sponsored Fund advised by UBS AMA LLC. Among other things, FATCA compliance requires FFIs to obtain
and review appropriate due diligence information with respect to certain existing and prospective investors.
In addition, the reporting obligations imposed under FATCA require FFIs to enter into agreements with the
IRS to obtain and disclose information about certain investors to the IRS or, if subject to an
Intergovernmental Agreement (“IGA”), register with the IRS. IGAs are generally intended to result in the
automatic exchange of tax information through reporting by an FFI to the government or tax authorities of
the country in which such FFI is domiciled, followed by the automatic exchange of the reported information
with the IRS. In the event FFIs are unable to comply with the preceding requirements, certain payments
made to the FFIs may be subject to a 30% U.S. withholding tax, which would reduce the cash available to
investors. These U.S. and foreign reporting requirements may apply to underlying entities and investors
who are FFIs, and the general partner (or similar managing fiduciary) has no control over whether such
entities or investors comply with the reporting regime. DEP Program investors should consult their own tax
advisors regarding all aspects of FATCA as it affects their circumstances.
•
Follow-on Investments: An Investing Entity may be called upon to provide follow-up funding for its portfolio
companies or can increase its investment in such portfolio companies. There can be no assurance that it
will wish to make follow-on investments or that it will have sufficient funds to do so. Any decision by the
Investing Entity not to make follow-on investments or its inability to make them may have a substantial
negative impact on a portfolio company in need of such an investment or may diminish its ability to
influence the portfolio company's future development.
•
Limited Information Relevant to Investment Decisions: DEP Program participants will have the responsibility
of making their own determinations regarding whether to participate in any Optional Follow-On Investment
presented by UGA. Although UGA expects to be able to deliver to DEP Program participants deal-related
information to help participants with their decision, there is no assurance that UBS AMA LLC will have or
will make available all information that a participant would consider relevant to make an informed
determination. UGA does not assume responsibility for the accuracy or adequacy of any information
provided to DEP Program participants. Moreover, even though UGA may execute a confidentiality
agreement directly with the sponsor of an investment on behalf of DEP Program participants, it is not
expected that participants will have direct access to the sponsor. Accordingly, DEP Program participants will
likely be required to make investment decisions based on limited information.
•
Limited Timeframe for Investment Decisions: Irrevocable Nature of Investment Elections. UGA will, at any
time following such date as information relating to an Optional Follow-On Investment has been made
available to DEP Program participants, request definitive commitments from those participants, sometimes
on as little as five business days’ notice. Accordingly, DEP Program participants may not have as much time
as desired in which to evaluate investment opportunities. In general, a participant’s hard commitment to
an investment opportunity will be irrevocable, regardless of subsequent events or information subsequently
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acquired, and regardless of whether such participant’s final investment allocation, if any, is less than the
amount of such hard commitment.
•
Long-Term Investments: Even if the DEP Program’s investments ultimately prove successful, it is unlikely
that a DEP Program investment will return capital or a realized return (if any) to DEP Program participants
for several years. Therefore, participants should consider an investment in the DEP Program as an illiquid
long-term investment. Further, dispositions may result in in-kind distributions to DEP Program participants,
and DEP Program participants will likely incur additional costs and expenses in their disposition of any in-
kind distribution received in respect of an investment. DEP investments will typically be in securities for
which there is no readily available public market. In addition, the DEP Program participants will likely be
contractually prohibited from selling portfolio company securities received in connection with an in-kind
distribution for a period of time.
• Participate in Optional Follow-On Investments. Under the terms of its allocation policy (the “Allocation
Policy”), UGA is not required to allocate any portion of an Optional Follow-On Investment to a particular
DEP Program participant, even if that participant has made a definitive commitment to participate in the
Optional Follow-On Investment. DEP Program participants should closely review the Allocation Policy.
Moreover, UGA is authorized to terminate the participation of a DEP Program participant in the DEP
Program under certain circumstances, including in the event that such participant (i) defaults on its
obligations to make any required payments when due, (ii) ceases to own at least $50 million of
“investments” or (iii) fails to maintain its status as a “qualified purchaser” within the meaning of Section
2(a)(51) of the 1940 Act.
• Regulatory Approval or Recommendation: Although UBS AMA LLC is registered with the SEC as an
“investment adviser,” such registration does not imply any level of skill or training. Further, neither the SEC
nor any other governmental, regulatory, or self-regulatory authority or organization has in any manner
passed upon or made any finding or determination as to the value or fairness of an investment in the DEP
Program, made any recommendation as to such an investment or approved or disapproved of this offering
or of the qualifications of UBS AMA LLC or any of its affiliates. Furthermore, no Investing Entity will be
required to register as an “investment company” under, or to comply with the substantive provisions of,
the 1940 Act. If an Investing Entity were registered as an “investment company” under the 1940 Act,
compliance with certain of the provisions of the Act could reduce certain risks of loss to which a DEP
Program participant is exposed, although such compliance could significantly increase the operating
expenses of the DEP Program as well as limit the DEP Program’s investment activities.
• Reliance on Portfolio Company Management: While UBS AMA LLC will actively monitor each Investment
Deal, it is primarily the responsibility of the portfolio company’s management to operate the portfolio
company on a day-to-day basis, and UBS AMA LLC will generally be unable to exert significant influence
on the portfolio company. While UBS AMA LLC sought investments in companies that have proven
management teams, there can be no assurance that a management team will produce the expected results
or will remain with the portfolio company.
• Valuation of Investments: Generally, at inception of a deal there will be no readily available market for the
DEP Program’s investments, and the investments will be difficult to value. There can be no assurance that
the values assigned to investments by UBS AMA LLC will equal or approximate the price at which the
investments may be sold or otherwise liquidated or disposed of from time to time. Valuations of Investment
Deals, which can affect the amount of the management and performance fees payable to UBS AMA LLC
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and its affiliates are expected to involve uncertainties and discretionary determinations. Third party pricing
information will not be generally available and there is no expectation that an independent third party will
verify the valuation models.
Investors in an Investment Deal are subject to additional risks associated with the particular investment and asset
class. DEP Program participants should review the transaction documents, including the investment memoranda,
associated with each Investment Deal. A non-exhaustive summary of certain risks is provided below:
• Middle Market Companies: Investments in middle-market companies, while often presenting greater
opportunities for growth, also entail larger risks than are customarily associated with investments in large
companies. Middle-market companies may have more limited product lines, markets, and financial
resources, and may be dependent on a smaller management group. As a result, such companies may be
more vulnerable to general economic trends and to specific changes in markets and technology. In addition,
future growth may be dependent on additional financing, which may not be available on acceptable terms
when required.
• Non-U.S. Investments. The existing DEP Program portfolio includes investments in portfolio companies and
investment vehicles located wholly or partially outside the United States. Such non-U.S. investments involve
certain risk factors not typically associated with U.S. investments, including risks related to (i) currency
exchange matters, including exchange rate fluctuations between the U.S. dollar and the foreign currencies
in which such investments are denominated (which may or may not be partially hedged, but are unlikely
to be fully hedged), and costs associated with conversion of investment proceeds and income from one
currency to another; (ii) differences between the U.S. and foreign capital markets, including the absence of
uniform accounting, auditing, financial reporting and legal standards, practices and disclosure requirements
(which may affect the evaluation of potential foreign portfolio companies and the accuracy of how financial
statements reflect foreign portfolio companies’ financial positions) and varying degrees of government
supervision and regulation; (iii) certain economic, social and political risks, including exchange control
regulations and restrictions on foreign investments and repatriation of capital, the risks of political,
economic or social instability, war, sanctions, expropriation and unfavorable diplomatic developments; and
(iv) the possible imposition of foreign taxes with respect to such investments or confiscatory taxation. Non-
U.S. economies may unfavorably differ from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and balance-of-payments positions.
• Borrowing and Hedging. In certain circumstances, an Investing Entity will incur debt, including for purposes
of short-term financing pending receipt of capital contributions, to fund follow-on investments, to pay
withholding taxes required to be paid or to cover shortfalls arising from a default by an investor. Such
indebtedness will increase the exposure of the Investing Entity to adverse economic factors, such as rising
interest rates, economic downturns, or deteriorations in the condition of its portfolio companies or the
industries in which they operate. UGA does not expect to be able to eliminate the DEP Program’s exposure
to exchange rate fluctuations or other risks by hedging. Additionally, in the event of an imperfect correlation
between a position in a hedging instrument and the portfolio position that it is intended to protect, the
desired protection may not be obtained, and DEP Program participants may be exposed to increased risk,
including a risk of substantial loss.
• No Investment Diversification. Because the DEP Program is not a pooled investment vehicle, substantially
all the assets of most Investing Entities are direct or indirect interests in a single portfolio company, and as
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a result the Investing Entities are not broadly diversified. Poor performance by a single portfolio company
will have an adverse effect on returns to the relevant Investing Entity and on its underlying investors and
could result in the total loss of capital invested. Each Investment Deal is generally focused on a single
industry or sector, which will cause the Investing Entity's performance to be particularly susceptible to the
economic, business, or other developments that affect that industry or sector. The performance of portfolio
investments of other investments or programs managed by UBS AMA LLC or its affiliates is not necessarily
indicative of the results that will be achieved by an Investing Entity in the DEP Program.
• Restrictions on Transfer and Withdrawal. Interests in the Investing Entities are not registered under the
1933 Act or any other applicable securities law and cannot be resold unless an exemption from such
registration is available. DEP Program participants may not sell, transfer, or pledge their interests in any
Investing Entity except with the consent of UBS AMA LLC or its affiliates, which may be withheld in its sole
discretion. Such interests will not be redeemable, and voluntary withdrawals of DEP Program participants
will not be permitted, except when necessary to comply with laws, statutes, and regulations. There is no
public market for such interests, and none is expected to develop. Consequently, a DEP Program participant
may be unable to liquidate such an interest before the end of the term of the relevant Investing Entity.
•
Financial Institution Risk; Distress Events. An investment in an Investing Entity is subject to the risk that one
of the Investing Entity’s banks, brokers, hedging counterparties, lenders or other custodians of some or all
of the Investing Entity’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences
insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress
Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud,
malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences
a Distress Event, the Registrant, the Investing Entities and/or their portfolio companies may not be able to
access deposits, borrowing facilities or other services for an extended period of time or ever. Although
assets held by regulated Financial Institutions in the United States frequently are insured up to stated
balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case
of banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers,
amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions
that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental
intervention has resulted in additional protections for depositors, there can be no assurance that
governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact
on banking or brokerage conditions or markets.
• Any Distress Event has a potentially adverse effect on the ability of the firm to manage the Investing Entities
and their investments, and on the ability of the Registrant, any Investing Entity and/or portfolio companies
to maintain operations, which in each case could result in significant losses and unconsummated
investment acquisitions and dispositions. Such losses have the potential to include an inability to pay fees
and expenses in the event the Investing Entity is not able to close a transaction (whether due to the inability
to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability
of investors to make capital contributions or otherwise), as well the inability of a Fund to acquire or dispose
of investments at prices that the relevant GP believes reflect the fair value of such investments and/or the
inability of portfolio companies to make payroll, fulfill obligations and maintain operations. Although the
Registrant expects to exercise contractual remedies under the agreements with Financial Institutions in the
event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses
or delays.
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Operating events/errors
Human error, operational error or failure attributable to UGA ("Operating Events/Errors") occasionally may
occur in connection with the management of funds and client accounts. UGA has 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 Accounting, 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.
UGA 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.
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Disciplinary Information
Item 9
Overview
In this section of the Brochure, we must disclose legal or disciplinary events material to a Client’s or prospective
Client’s evaluation of our advisory business or the integrity of our management.
Following the integration of HFS, O’Connor and CSAM into UBS AMA LLC, the information below has been updated
to include disciplinary events previously disclosed on their respective Form ADV Brochures.
Regulation M – O'Connor
On June 3, 2013, O'Connor voluntarily agreed to settle an SEC inquiry relating to Rule 105 of Regulation M under
the Securities Exchange Act of 1934 without admitting or denying the SEC’s allegations. Rule 105 generally prohibits
purchasing an equity security in a registered secondary offering if the purchaser sold short the same security during
a restricted period (usually defined as five business days before the pricing of the offering). Rule 105’s prohibition
applies irrespective of any intent to violate the rule.
The issue at hand involved O'Connor's interpretation and application of the Separate Account Exemption allowed
under the rule. O'Connor fully cooperated with the SEC at all times during its investigation, updated its policy and
provided its employees with training on the new policy and, as part of the settlement, agreed to pay a civil money
penalty of $1,140,000, disgorgement of $3,787,590 and prejudgment interest of $369,766.
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.
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).
Section 9(a) of the 1940 Act 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.” The Credit Suisse Investment Advisers, CSSU and certain
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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 as a result of the conduct of its business units and
affiliates.
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Other Financial Industry Activities and Affiliations
Item 10
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 affiliates, 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 (“FCM”), Commodity Pool Operator and Commodity Trading Advisor
registration
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").
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. UBS AMA LLC has received consent for the 4.7 exemption and
is not required to provide a Disclosure Document with respect to its Rule 4.7 exempt QEP accounts.
PURSUANT TO THE EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF QEPs, 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 CFTC as FCMs, CPOs, and/or CTAs: UBS Securities
LLC (FCM, CPO, and CTA) and UBS Financial Services Inc. (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
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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.
• Affiliated Broker-Dealers, Municipal Securities Dealers and Government Securities Broker-Dealers: The following
affiliates of UBS AM are broker-dealers registered in the United States: UBS Securities LLC; UBS Financial Services
Inc.; UBS Asset Management (US) Inc.; and UBS Fund Services (USA) LLC. Certain of those 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 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 believe such transactions will be in the best interests of our clients and the
requirements of applicable law have been satisfied.
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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.
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 affected 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 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.
•
Investment Companies and Other Pooled Investment Vehicles: UBS AMA LLC is the investment adviser or sub-
adviser and/or administrator 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 and offshore funds. 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-
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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 the 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 Funds – A&Q Multi-Strategy Fund, A&Q Long/Short Strategies Fund LLC, A&Q Technology
Fund LLC
– Credit Suisse Commodity Return Strategy Fund
– Credit Suisse Commodity Return Strategy Portfolio
– Credit Suisse High Yield Bond Fund Inc.
– 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 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-US 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-US 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, delegate all
or a portion of its advisory 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 signed by certain domestic and foreign entities within the
UBS Asset Management division, we have agreed 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
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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 (Deutschland) GmbH
– UBS Asset Management (Hong Kong) Limited
– UBS Asset Management (Italia) SGR S.p.A
– 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 (UK) Ltd.
– UBS Farmland Investors, LLC
– UBS Realty Investors, LLC
– Credit Suisse Asset Management Limited
– Credit Suisse (Singapore) Ltd.
– Credit Suisse Investment Management (Shanghai) Co. Ltd.
– Aventicum Capital Management (Qatar) LLC
Advisory affiliates that provide fund administration services outside the United States, include, without
limitation:
– UBS Asset Management Funds Ltd.
– UBS Fund Management (Ireland) Ltd.
– UBS Fund Management (Switzerland) AG
– UBS Fund Services (Luxembourg) S.A.
– UBS Third Party Management Company S.A.
•
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, a Utah industrial 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 AM 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.
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• 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 AM 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. For certain
of those partnerships, UBS AM has engaged Adams Street Partners LLC, an unaffiliated registered investment
adviser, as sub-adviser.
• 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 various 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 offering 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;
(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;
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(v)
a client of UBS AMA LLC may hold a different class of securities of the same issuer than another client
of UBS AMA LLC or a different class than UBS Group, its affiliates or one of their clients hold;
(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.
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
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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 interest.
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Code of Ethics, Participation or Interest in Client Transactions and Personal
Item 11
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 Rule 38a-1 of the Investment Company Act and which sets forth ethical standards of business
conduct required from all employees, including compliance with 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 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; and
• All employees are required to act in accordance with all applicable federal and state regulations governing
registered investment advisory practices.
Unless specifically exempted under Rule 204A-1, our Code generally requires employees to obtain written
preclearance for securities transactions in personal accounts. 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; (ii) purchase or sale of futures that are not traded on an exchange, as well as
options on any type of futures; and (iii) generally IPOs. Investments in limited offerings are permitted, with
preclearance for any new investments or additional capital investments. UBS AMA LLC also permits options trading
and investments in IPOs 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 recommend a transaction in that security for clients. These lockout periods are
subject to certain exceptions upon approval by a compliance officer.
Employees also are generally required to hold securities, including mutual funds we advise or sub-advise, for a period
of at least 30 days. Additionally, 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
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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 act 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.
All UBS AMA LLC employees are required, upon hire and annually, 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 accounts1 ,as defined in the Code, within 10 calendar days of becoming an employee of UBS AMA LLC,
including certain immediate family member2 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 Head
of Compliance of the applicable business unit. Holdings and transactions may be periodically reviewed by UBS
control functions, and any violations are appropriately escalated to the Head of Compliance of the applicable
business unit and resolved in accordance with Rule 204A-1, Rule 38a-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
1 A “covered personal account” includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm, bank or other
financial services firm) in which an employee has a beneficial interest or over which the employee has investment discretion or other control or
influence.
2 Immediate family members, as defined by the SEC, include any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-
in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and shall include adoptive relationships.
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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.
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 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 issuer. UBS AMA LLC has a number of policies and internal controls designed to
manage this potential conflict of interest. The underwritings section below further addresses one of these types of
conflicts, where our affiliates may be engaged in the offering of a security which UBS AMA LLC may purchase on
behalf of our clients.
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
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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.
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Brokerage Practices
Item 12
Overview
This section of the Brochure contains information regarding our brokerage practices, including the trade execution
services we provide to clients in selecting broker-dealers and other execution counterparties and in negotiating
commission rates and other transaction costs on behalf of our client accounts. We also discuss the brokerage and
research services we receive in connection with client securities transactions. Additionally, we discuss the
aggregation and allocation of client orders and how we address errors.
Selection of broker-dealers and commission rates
Since UGA is primarily an allocator to other pooled investment vehicles, it is unusual for us to engage on a frequent
basis in securities-type transactions with broker-dealers. However, the former distinct business unit of UBS AMA
LLC, UBS Hedge Fund Solutions, (“HFS”) launched a Direct Trading program in late 2019 where the services of a
broker-dealer are required. Under UGA, the Direct Trading program is part of the UGA Private Credit investment
vertical.
With respect to Direct Trading
Best Execution. When selecting brokers and dealers to execute transactions, UGA seeks to obtain best execution
and may consider the various factors, such as a broker’s or dealer’s willingness to commit capital, financial stability,
systems (including electronic trading systems), facilities and recordkeeping, proprietary research and experience in
the handling of similar transactions (based on size, market conditions and type of security, among other factors.
Additionally, UGA may consider a broker or dealer’s relative performance on industry surveys and studies of
execution quality. In connection with UGA’s policy to seek best execution, there may be occasions where UGA uses
a broker or dealer that charges a higher transaction price if we determine in good faith that the amount of such
cost is reasonable in relation to the value of the product and/or service provided by the executing broker or dealer.
As a result of considering these factors, UGA may pay a broker or dealer a higher transaction price than the amount
that would be charged by another broker or dealer to execute the same transaction.
Directed brokerage
Clients may include any limitations on our discretionary authority in writing. Clients may change/amend these
limitations as required, in writing.
Soft dollar benefits
UGA does not have any soft dollar arrangements and does not receive any soft dollar benefits.
Aggregation and allocation of orders
As a matter of policy and practice, UGA does not generally block client trades; it implements client transactions
separately for each account. UGA may give advice or take action with respect to any clients which may differ from
the advice given or the timing or nature of any action taken with respect to investments for other clients.
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Unified Global Alternatives
Form ADV Part 2A
An Investment Vertical's Investment Committee will be responsible for the allocation of investment opportunities to
a UGA Account based on such UGA Account's primary investment strategy. UGA has adopted the UGA Allocation
and Transaction Guidelines (the "Allocation Policy") which provides methodologies for allocations based on the
primary asset class of the Portfolio Fund and other investment opportunities. UGA's designation of a particular
investment opportunity is made in good faith based on the primary investment strategy such investment opportunity
represents which includes designations based on the time horizon of a particular opportunity within a single
investment strategy. Because a UGA Account may implement multiple investment strategies, such UGA Account
may be subject to multiple allocation methodologies.
It is our policy to allocate, to the extent possible, investment opportunities on a fair and equitable basis. The factors
that UGA may consider in allocating investment opportunities among the UGA Accounts (including the Fund),
include, without limitation, investment strategies, concentrations and diversification within the relevant UGA
Accounts' portfolios, the nature and size of existing portfolio holdings, risk/return objectives, general portfolio
management considerations, available cash or commitments as well as future projected cash and fundraising
expectations, pending or anticipated liquidity needs (including, but not limited to, anticipated redemptions and
subscriptions), regulatory limits, tax considerations, limitations imposed by the nature of the investment
opportunities, and the pre-established investment minimum of such UGA Account. In certain circumstances, UGA
may give special consideration if the funds or other clients have a substantial amount of available cash. With respect
to new issues/investment opportunities, UGA will determine whether the funds and any other clients are suitable
and eligible to receive such issues/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.
UGA has no obligation to invest in or withdraw from a portfolio fund for the funds or other clients, even though
UGA may invest in or withdraw from a portfolio fund/direct investments for the accounts of other clients if UGA
believes in good faith that such transaction or investment would be unsuitable, impractical or undesirable. Likewise,
an affiliated sub-manager will have no obligation to purchase, sell or exchange any financial instrument for an
affiliated portfolio fund which the affiliated sub-manager may purchase, sell or exchange for the accounts of its
other clients if the affiliated sub-manager believes in good faith that such transaction or investment would be
unsuitable, impractical or undesirable for the affiliated portfolio fund. In cases where an investment opportunity
may be limited, UGA 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.
Errors
Although UGA employees exercise due care in making and implementing investment decisions, UGA may, from
time to time, make errors with respect to trades made on behalf its funds or clients. Trade errors can occur in
connections with: (i) the placement of orders (either purchases or sales) in excess of or less than the intended
amount; (ii) the sale/purchase of a security where the intent was to purchase/sell; (iii) the purchase or sale of the
wrong security; or (iv) miscommunication among employees. The foregoing is not an exhaustive list.
As a general matter, if UGA commits a trade error that results in a net loss for a fund or a client, UGA will credit an
amount equal to the net loss to that fund or client as soon as reasonably practical considering all relevant facts,
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
which may include internal approvals. To the extent a net loss is caused by the mistake of a third party (such as a
broker or other service provider), UGA will endeavor to recover such amounts from the responsible party.
Notwithstanding the foregoing, UGA has full discretion to resolve any particular trade error in a manner other than
specified above after a complete investigation and evaluation of the circumstances surrounding the event.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Review of Accounts
Item 13
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
Generally, accounts will be assigned a single Investment Vertical based on certain parameters determined by UGA
in good faith, including, but not limited to, investment strategy or asset class. Each Investment Vertical is governed
by its own Investment Committee (“IC”) comprised of senior investment team members at UBS. The ICs have been
delegated responsibility for the management of UGA funds, accounts, client mandates or other vehicle managed or
advised by the investment managers that form part of UGA (“Products”), reviewing and approving all Investments
in the relevant asset class, and monitoring of investment performance. In all their activities the Committees are
reliant on UGA professionals providing sufficient and appropriate supporting information for them to make
informed decisions. The IC’s additionally are responsible for implementing the UGA Allocation Policy.
The Platform Research Committee (“PRC”) is responsible for the review and approval of Investments’ to be offered
on the GWM Alternative Investment Platform as well evaluating their continued status on the Services Platform. The
PRC does not manage Products and the responsibilities relating to Investment Management of Products do not
apply.
Generally, investment decisions made on behalf of an account will be made separately from investment decisions
made for other accounts based on their respective investment program. However, because all UGA Accounts utilize
a single operational due diligence team, which will have a single veto power on the Investment Committees, the
Investment Manager may be required to redeem from a Portfolio Fund (or sell an investment opportunity), even if
such investment decision is not made by the Investment Manager. Despite such veto, Services Platform or clients of
the Investment Manager and its affiliates may remain invested in such Portfolio Fund. Alternatively, the operational
due diligence team may be incentivized not to utilize its veto power in order to avoid a requirement to redeem from
Portfolio Funds (or another investment opportunity). Due to the establishment of UGA, the Investment Manager will
be constrained by the policies and procedures that apply to UGA as a whole, which may limit actions the Investment
Manager would have otherwise taken without such internal processes and policies. For example, to the extent that
multiple UGA Accounts make an investment in the same Portfolio Fund (or another investment opportunity) at the
same time, such efforts will require coordination which may result in a delay in the account making an investment
which may adversely affect the account.
UGA Hedge Funds and UGA Private Credit
On at least a monthly basis, all accounts are reviewed in accordance with the portfolio management process, which
is led by the head of the investment vertical and is supported by senior investment professionals and the investment
risk team, with oversight from compliance and market risk control.
All portfolios are also monitored by the Investment Risk Team, Risk Control, and Operations & Accounting on a
monthly basis, in an attempt to ensure that specific client investment guidelines and limits are met. Dedicated
Portfolio Specialists are also assigned to each portfolio to provide assistance with monitoring and coordination with
clients.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
UGA Private Equity, UGA Infrastructure and UGA Real Estate
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 accounts are independently reviewed by UBS Group Risk Control. Members of Group Risk Control
do not report to the head of the relevant investment verticals, but rather to other channels throughout UBS.
The DEP Program within UGA Private Equity, has policies in place for reviewing Optional Follow-On Investments
offered through the DEP Program for consistency with the Program’s objective and investment criteria and that over
time investments are allocated to Program participants in a manner consistent with UGA's allocation policy provided
to DEP Program participants. The Registrant will also review investor qualification at the time a potential DEP
Program participant provides the respective commitment to participate in each Optional Follow-On Investment.
Valuation reviews
UGA Private Equity, UGA Real Estate and UGA Infrastructure
The different asset class teams within UGA have established a Valuation Forum ("VF") for each asset class, and each
VF is responsible for oversight of the valuation process and ensuring the integrity and consistency of valuation
principles applied. One of the key oversight roles performed is to seek to identify conflicts of interest in the valuation
processes. The valuation principles are based on the principle that all investments are held at fair market value. The
Valuation Forum is generally comprised by different members of the Product Control Management/Operation-
Finance, Risk Control, Fund Services/Administrator, and Investment team.
Investments in the Target Funds will be valued at their net asset value as reported by such Target Funds and provided
by the Target Fund managers, or by their administrators. The administrator and Product Management independently
gather the target fund valuations from the target fund manager or their corresponding administrator.
For 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.
UGA Hedge Funds and UGA Private Credit
UGA Hedge Funds and UGA Private Credit adhere to a Valuation policy, which sets forth principles and standards,
methodologies and sources, models, and procedures and controls to be considered when determining valuations.
In accordance, we have established a Valuation Committee responsible for oversight of the valuation process and
ensuring the integrity and consistency of valuation principles applied within UGA. One of the key oversight roles
performed is to seek to identify conflicts of interest in the valuation processes. While investment and client
relationship management personnel may supply input and/or documentation to aid the Valuation Governance
Forum in its decision process, they cannot unilaterally determine valuations for investment instruments. The
Valuation Committee is generally comprised by different members of the Operations, Product Control, Fund Services
or third-party pricing/valuation vendors supervised by UGA.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Client reporting
Several methods of communication are used with clients, such as direct email, phone conversations, in-person or
online video meetings and updates via the UBS AM website portal. Note: Certain investors in our commingled
products which are not registered with the SEC and other products subject to other regulatory requirements (e.g.,
UCIT compliant funds) may receive additional reporting, and thus, may receive more information than other investors
in the respective fund. The decision to provide additional information is determined on a case-by-case basis. Audited
financial statements.
For certain of our investment vehicles, audited financial statements are completed each year by a public accounting
firm registered with, and subject to the oversight and inspection by, the Public Company Accounting Oversight
Board (“PCAOB”), and are provided to investors annually in accordance with Rule 206(4)-2 (the “Custody Rule”).
Investors in these vehicles receive audited financials within 120 days of the account fiscal year end (within 180 days
for fund-of-funds).
Generally, SMA clients, as well as investors in our funds, periodically receive unaudited performance reports, and
information necessary to complete their tax filings, as applicable.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Client Referrals and Other Compensation
Item 14
Overview
This section of the Brochure describes our process for client referrals and related compensation arrangements.
UGA may compensate solicitors, placement agents, distributors, or marketers (any of which could include affiliates)
for new business, pursuant to a written agreement consistent with the requirements of Rule 206(4)-1 under the
Advisers Act and applicable state laws and regulations. The duration of fees shared for each such arrangement varies
on a case-by-case basis.
UGA compensates such persons who introduce investors to accounts managed by UGA out of a portion of the fees we
collect (such expenses are borne by UGA and not the client). The duration of fees shared for each such arrangement
varies on a case-by-case basis. However, certain referral arrangements may result in additional costs to a client or
investor in addition to UGAs’ advisory fee. In such instances, UGA 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. UGA 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. UBS AMA LLC 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 AM.
UGA 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.
Additionally, funds managed by UGA may occasionally receive rebates from the underlying funds in which they
invest. Any rebate received will be placed into the affected client accounts. UGA may, therefore, receive a benefit
in the form of management fees charged to the funds on the resulting higher asset base. UGA may also receive a
benefit on the incentive side because the expenses to the hedge fund are less, resulting in better performance.
Clients may also retain their own consultants to whom they pay fees directly. UGA 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 UGAs’ investment processes may occasionally attend internal investment strategy meetings, provided
that the consultant has executed a confidentiality agreement prior to attending the meetings.
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Form ADV Part 2A
The DEP Program is not accepting new participants and the existing DEP Program investments are not available to
new investors.
The use of referral and solicitation arrangements may create a potential conflict of interest. UGA has policies and
procedures in place to address and mitigate the potential conflicts.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Custody
Item 15
Overview
This section of the Brochure describes our custody of client assets.
UBS AMA LLC does not maintain physical custody of any client assets, as all of our clients’ assets are maintained by
qualified custodians. The term "custody", however, is broadly defined by the SEC, and UBS AMA LLC performs
certain activities that result in UBS AMA LLC being deemed to have custody under SEC Rule 206(4)- 2 (the "Custody
Rule").
UGA provides periodic account statements via our UGA portals and/or mail to our clients. We believe, after due
inquiry, that our clients’ qualified custodians provide periodic account statements to them as well.
Additionally, private fund clients may engage independent public accountants to conduct an annual audit in
accordance with the Custody Rule. If the investors in such funds receive audited financial statements prepared in
accordance with U.S. generally accepted accounting principles ("GAAP"), within 120 days of each fund’s fiscal year
end (180 days for fund of funds), UBS AMA LLC, as the investment adviser to those private funds, is not subject to
certain requirements of the Custody Rule.
To ensure the safekeeping of their assets, clients should review and reconcile any account statements
received from UGA with those received from their qualified custodian, and should promptly notify UGA
and their qualified custodian if any discrepancies are identified.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Investment Discretion
Item 16
Overview
This section of the Brochure describes our discretionary arrangements when providing investment advisory services
to Clients.
UGA may provide discretionary investment management services to certain clients. When permitted by a client’s
Governing Documents, UGA will make investment related decisions without consulting a client. In accounts where
UGA has investment discretion, we will make investment related decisions without consulting the client. Such
decisions involve determinations regarding which securities are bought and sold for the account and the total
amount of securities to be bought and sold.
Our discretionary authority in making investment related decisions may be limited by account guidelines, investment
objectives and trading restrictions, as agreed between UGA and the client. Clients may limit UGAs’ discretionary
authority. Any such restrictions or limitations applicable to a client are disclosed in their Governing Documents.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Voting Client Securities
Item 17
Overview
This section of the Brochure describes how UGA manages proxy votes on behalf of our clients.
As noted above, UGA is primarily an allocator to other pooled investment vehicles. When possible, we allocate to
non-voting share classes. However, where UGA has voting rights, the general policy is to vote proxy proposals,
amendments, consents or resolutions relating to client securities, including interests in private investment funds, if
any (collectively, “proxies”), in a manner that serves the best interests of the clients managed by UGA.
UGA has implemented procedures designed to identify whether UGA has a conflict of interest in voting a particular
proxy proposal, which may arise as a result of its or its affiliates' client relationships, marketing efforts or banking,
investment banking and broker-dealer activities. To address such conflicts, UGA has imposed information barriers
between it and its affiliates who conduct banking, investment banking and broker-dealer activities. If UGA becomes
aware of a conflict with respect to a particular proxy, such proxy will be reviewed by Legal and Compliance.
A copy of UGA’s full proxy voting policy is available to Clients upon request by contacting OL-UGA-ADV@ubs.com.
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UBS Asset Management (Americas) LLC
Unified Global Alternatives
Form ADV Part 2A
Financial Information
Item 18
Overview
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 UGA nor UBS AMA LLC has ever been the subject of a bankruptcy petition at any time during the past ten
years.
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